Something Wicked
by Heidi Patacki
Summary: Arnold tries to stop Helga and Curly from visiting an abandoned mental hospital on Halloween night, but ends up getting pulled along for the ride . . .
1. Chapter One

A/N: I've always wanted to do a Halloween fanfic, and I tried to make this one a little genuinely creepy, though you'll find the requisite romance plot here, too. I wanted to really focus on teenage Arnold's personality, making him seem like a real teenage boy, but keeping him in character (ie, still obsessed with doing what's right and concerned about the welfare of all others, not just his friends). I hope you guys will enjoy this! Happy (early) Halloween!

Something Wicked

Arnold was running through the jungle, pushing leaves and branches out of his way and panting with exhaustion. Something was chasing him – he wasn't sure what it was, but he knew it wanted to harm him. He could hear the harsh footsteps behind him as he ran, afraid to turn around. He could feel the breath of the person or thing that was pursuing him through the thick foliage.

Suddenly he came to a muddy clearing. He tripped, and fell into the mud, catching himself, his hands sinking in up to his wrists. Panicked, he yanked his hands out and started to continue running, but when he did he noticed a small, makeshift cottage up ahead in the clearing. He stood staring at it, unable to move. He forgot completely about whatever had been chasing him – he could no longer hear it moving through the leafy jungle behind him. He wiped his muddy hands on his pants, and moved closer to the small cottage.

Just before he reached the door, his breath caught. This couldn't be – could it? Could that madcap run have led him to exactly the place he'd been searching for? He reached into his back pocket, his heart racing at the possibility. He pulled out the worn map that he'd found in his father's diary five years ago, unfolded it, and clutched it hopefully to his chest. He could feel it now – this was the place. The place where he would finally find his parents.

Arnold steeled himself before stepping inside – he wasn't sure why, but he was nervous. He told himself not to be, that when he stepped inside his parents would be overcome with joy at seeing him, and that they would return with him to America, to their home, where they belonged.

He reached forward and pulled back the ratty cloth that covered the door.

As soon as Arnold stepped inside the hut, a terrible stench rose to meet him. Then, when his eyes adjusted to the low light inside, his stomach lurched: sitting on a low bed on the opposite wall were two rotting skeletons.

Before he could scream, throw up, or stagger out of the hut, one of the skeletons jerked its head up and glared at him.

"Arnold," it said in a harsh, angry female voice. "You're late."

* * *

Arnold woke up with a sharp gasp, flipping over and nearly falling out of his bed. He rolled onto his back and rubbed at his eyes, as if he could rub the memory of the nightmare away. But he could never forget it – he knew it well enough now. He'd been having the same dream at least once a month for the past two years.

He sat up in bed, feeling ill, and scared. His heart was racing, his forehead was soaked with a thin layer of sweat. Taking a deep breath, he tried to steady himself. It's only a dream, he told himself, throwing off the covers and climbing out of bed.

But it was more than a dream, and he knew it. The nightmare represented all of his insecurities and disappointments about his parents, about that stupid map, about the terrifying and mysterious place they had disappeared to. Five years ago, when he was ten years old, he had found a map in his father's journal – a map that he had assumed would eventually lead to the rediscovery of his lost parents. But instead, when he and his grandfather turned it into the police and had the missing persons file reopened, the map had turned up exactly nothing. Agents went to South America, but claimed the location on the map did not actually exist.

Arnold had never fully believed them. Part of him still childishly thought that if he took the map to South America he would be able to find his parents, though no one else could. He felt that he had let them down, giving the map to the police instead of taking up the challenge of finding them on his own. He felt that he had left them to die.

But what could he have done? He was only a ten year old boy when he found the map, and his grandparents had long ago given up his parents for dead, mourned, and tried to move on. They had dismissed Arnold's hopes that his parents were still alive as a child's naivety, just like everyone else had. Going to the police was the most they had been willing to do, and even if they had wanted to search for the map's location like Arnold had, they didn't have the money to jet off to South America, let alone the physical resources to comb the jungle.

Arnold took his robe and towel and headed down to the bathroom, sighing and still trying to shake off the lingering presence of his recurring nightmare. Every time he had the dream he went through this cycle: the guilt trip, then the reality check. Like everyone else, the rational part of him believed that his parents were gone. But he just couldn't manage to beat back his idealistic hoping – even though he didn't remember them, he couldn't let them go.

He showered, went back to his room and sat down at his computer. He liked to check the weather online before getting dressed – it was the kind of nerdy habit Gerald made fun of him for, but he couldn't help it. He liked being prepared, and it was only practical. The weather website he frequented told him it would be down to sixty five degrees this evening – Arnold glanced at the date on his desk calendar and saw that it was already the end of October, the day before Halloween.

The thought of Halloween perked him up a bit. He'd always loved the holiday, and this year he would be keeping up with his usual traditions: Rhonda Lloyd's costume party, where he planned on dressing as Luke Skywalker this year. Phoebe had helped him make the costume – she would be going as Princess Leia, and Gerald would be Han Solo. The three best friends always did group costumes – last year it had been Mario, Luigi and the Princess. Arnold had been Luigi – he was the third wheel even on Halloween, ever since Gerald and Phoebe had started seriously dating at the end of junior high. He told himself he didn't mind, and he really didn't – he just wished that he had a girlfriend himself.

Arnold thought of Lila as he pulled on a navy blue sweater and a pair of jeans. He had been wanting to go out with her since they met as kids, and she had been persistently denying his attempts from day one. They were still friends, but not as close as they had been when they were younger. Lila dated older guys now – strapping varsity ballplayers with names like 'Kip' and 'Bud.' She was the most beautiful girl in school, of course, and Arnold told himself he was a fool for holding out for her – he had never had a real girlfriend because he was still waiting for her to change her mind, as if she would. He told himself every day to snap out of it, but then she would walk past him in the hall, flash that incredible smile, and he would go to pieces.

Telling himself, as usual, to get his mind off of Lila, Arnold grabbed his schoolbooks and headed downstairs. He took a Pop Tart from the cupboard and said goodbye to his grandparents, heading off to school.

It was a bright, crisp fall morning, and the cool air felt good on his cheeks. He pushed away his thoughts about his parents and his miserable failure in the girl department, and tried to focus on the geography exam he'd be taking when he got to school. He had studied all last night with Phoebe and Gerald, and he felt prepared, thanks to Phoebe's well crafted flashcards.

Arnold saw someone walking up ahead, and his steps slowed. It was Helga Pataki. This was always an awkward part of his morning walk – Helga lived up the street from him, halfway between the high school and the Sunset Arms. He usually crossed her path in the morning – she was always walking slow, kicking garbage into the street as she went, clearly dreading her destination. Arnold could never decide whether to say hello or to just walk past and pretend he didn't notice her. Sometimes if he spoke to her she was at least reasonably decent, muttering responses to his conversation, but other times she flat out glared at him and stomped away. Though he knew it shouldn't, her moody reactions always hurt his feelings – what the hell was he doing wrong? Helga had grown to be pretty civil, although intentionally distant, with the rest of the old neighborhood gang over the years. But she still treated Arnold like a parasite she wanted to pick off and toss away.

"Hey, Helga," Arnold called, knowing that it was probably fruitless, but giving it a try anyway.

I should really learn to just give up on people, he thought, when Helga turned around and rolled her eyes at him. Helga and Lila are never going to change, he told himself, looking at the ground.

"Hey, loser, what's happening?" Helga muttered as Arnold started to walk around her. He stopped and looked back, falling into step with her. He couldn't tell if she was being friendly or spiteful – maybe with Helga there was no difference.

"Nothing much," he answered in a mutter, resenting the fact that he let her call him a loser. With anyone else he would get angry and storm away, but with Helga – well, for some reason he'd always let her get away with treating him like crap.

"Did you study for the geography test?" he asked, remembering that she was in his class.

"No, _Dad_," Helga grumbled sarcastically, rolling her eyes again. "I'm not a perfect little scholar like you, I'm afraid."

"That's not what I meant," Arnold insisted, his cheeks burning pink with frustration and, though it was unfounded, genuine embarrassment. Did he really sound like that – like he was lecturing her?

"Curly and I went to the haunted house in Watkinsville last night," Helga said smartly, her tone suggesting that she thought her time had been spent much more wisely. "It was totally lame, of course," she added.

"Of course," Arnold muttered, wondering if there was anything Helga didn't find totally lame. He glanced at the books she was carrying and saw two volumes of poetry – Alan Ginsburg and Gregory Corso. He opened his mouth to ask her about her fondness for the Beat writers, but instead something unintentional wormed its way out:

"So are you and Curly going out?" he asked, feeling incredibly stupid the moment he heard himself say it. He wasn't even sure why he asked – Curly and Helga did spend a lot of time together, always sitting at their so-called Rejects Table in the cafeteria, sometimes joined by Brainy and Eugene, whom they ignored or picked on, respectively. But even if they were going out, what did he care?

"No!" Helga spat instantly, forcing a bemused laugh. "Hell no! I mean – Curly's alright and everything – but going out? Ew! He's like – my brother or something. And besides," she added, "He's in love with Rhonda Lloyd, the idiot."

"Still?" Arnold asked in disbelief.

"Don't tell him I said that," Helga said quickly, stopping in her tracks. Arnold stopped, too, standing and looking at her – they were almost the same height, much to his displeasure. Helga's height was average for a girl – around five feet six inches – and Arnold's was average, too – for a girl. All of the other boys in his classes had shot up to almost six feet over the summer, even Eugene. But Arnold seemed destined to be a 'short man,' like his grandfather's old nickname for him.

"He's totally obsessed with her," Helga gushed, seeming like she needed to get this off her chest. "It's so damn annoying. I mean, what's the point? Like Rhonda would even deign to look in his direction."

Arnold smiled at her use of the word 'deign.' He'd always loved listening to Helga talk, even as she was degrading him with her words. She had a writer's vocabulary, while most of the other kids could barely get beyond the words 'sucks' and 'like' and 'cool.'

"You don't admire the impossible romantic dream?" Arnold asked, thinking of his own pathetic obsession with Lila. Helga shrunk a little.

"I didn't say that," she said, looking away from him, down the street. Their high school was just about fifty feet away, and there were kids crowded around the front steps in their usual groups, hanging out and talking before the bell for first period rang.

"Aren't you ruining your reputation?" Helga asked sharply, looking up at Arnold with a challenging glare.

"What?" Arnold asked.

"Talking to me," Helga said with a scoff. "You, Mr. Popular, loved by all, talking to a freak."

"You're not a freak," Arnold said sternly, surprised with her. To him it had always seemed like Helga thought it was all the other kids at school who were freaks – she sure seemed to avoid everyone but Curly like the plague, even her former best friend, Phoebe.

"You know I don't care about any of that stuff," Arnold said quietly, looking down at the top of her head as she stared at her shoes.

"I know," Helga muttered under her breath.

She walked off toward the school then, her pace quick, her hands in the pockets of her long, ratty purple sweater. Arnold watched her go, then heard the warning bell for first period – it dawned on him that he was about to be late for his geography test, and he took off running toward his classroom.

* * *

Later that afternoon, Arnold was carrying his lunch tray out into the school's courtyard, where the sophomore and junior students ate lunch. It had been one of the nicer perks of moving up to the tenth grade, since last year he'd been confined to the dingy cafeteria with the rest of the freshmen. He watched the seniors walk past the chain link fence that enclosed the courtyard – they were allowed to leave campus for lunch. He noticed Ruth McDougall among them, laughing with a tall boy in glasses who had his arm slung around her shoulders. Arnold remembered his childhood crush on Ruth and smiled to himself. He turned toward his usual lunch table and saw Lila, his current crush, standing right beside the stone bench where he usually sat. He swallowed a happy and nervous lump in his throat and walked over toward her.

"Hey, Lila!" he said, grinning at her and putting his tray down on the stone table. Phoebe and Gerald were seated on the bench across from his, Phoebe wrapped up in Gerald's leather jacket, and Gerald biting into a huge Cuban sandwich he'd brought for lunch.

"Hello, Arnold, how are you?" Lila asked, smiling back. Arnold melted for her, his knees wobbling a little. Those deep brown eyes, those adorable freckles, that gorgeous red hair, those – he blushed and forced himself not to let his eyes wander below her neck, where she had been rather blessed as they had gotten older.

"I'm alright," he said. "How about that geography test?"

"It was ever so hard!" Lila exclaimed, her pet expression just as charming as Arnold had always found it. "But I did study last night at the library, so I expect I'll at least pass it."

"I'm sure you'll do better than that, Lila," Arnold said, knowing she was being characteristically humble. Lila almost rivaled Phoebe for the highest grades in their class.

"There were a few unexpected questions," Phoebe said thoughtfully. "But the maps were rather easy."

"Enough about geography, already!" Gerald pleaded, giving Phoebe a squeeze. " My head's gonna burst if I hear another word about that test – I've already been obsessing over it all week. C'mon – it's Friday – tomorrow's Halloween – let's change the subject."

"Are you going to Rhonda's party?" Arnold blurted out, looking back to Lila. He felt his cheeks turning red and hoped she wouldn't notice.

"I am," Lila said, smiling. "James and I are going as Jack and Kate from _Titanic_. It was James's idea," she added with a dreamy sigh. "Isn't it just the cutest?" "Er – yeah," Gerald said after an awkward pause. Arnold was unable to speak, for fear that he'd be inadvertently honest in his disappointment. He had almost forgotten about Lila's newest boyfriend – James Whitmore, the junior class president.

"Lila!" a boy's voice called across the courtyard, and, sure enough, it was James. He was sitting at the 'popular' table where the poshest juniors and sophomores sat, Rhonda Lloyd and her obnoxious boyfriend Teddy among them. Lila turned and waved back.

"I've got to go," she said, smiling around the table at the three of them. "I'll see you tomorrow at the party!" she added before trotting off.

Arnold sat down heavily and poked at his pizza, suddenly in a bad mood, though this was his favorite lunch and he was pretty sure he'd just aced the geography test. Nothing could bring him down like Lila's good looking older boyfriends.

"Aww, Arnold, come on, man," Gerald moaned. "You're not still moping over 'ole red are you?"

"It does seem rather illogical," Phoebe added sympathetically.

"I know, I know," Arnold groaned, popping open his can of soda. "But I can't help it. She's so – perfect."

"Whatever you say, Arnold," Gerald said, casting a loving look at Phoebe, obviously thinking that she was far more perfect than Lila. They smiled at each other and Arnold tried not to gag. He was glad his two best friends were happy with each other, but he was always uncomfortable when they gave each other the eyes like that – Gerald grinning and raising an eyebrow and Phoebe bashfully batting her eyelashes and smiling. It was cute at first, but now Arnold was downright sick of witnessing it, at least without a girl at his side to turn and look at the same way.

"So, mischief night," Gerald said, clapping his hands together and looking over at Arnold. "And tomorrow's Halloween – should be a good one this year, there's a full moon."

"Have you got your stories ready?" Arnold asked with a grin. He always looked forward to Gerald's creepy urban legends, which he would tell to a small group of old friends who gathered at the Sunset Arms after Rhonda's party to sit in the dark and try to spook each other, munching on candy and guzzling soda, always staying up until at least three AM. Arnold's spirits lifted a little, thinking of their yearly ritual.

"Oh yeah," Gerald said with a nod. "Got some good ones this year."  
"You boys aren't planning anything for mischief night, are you?" Phoebe asked. It was a tradition in the neighborhood to play pranks on people on the night before Halloween – last year Arnold and Gerald had helped Stinky apply shaving cream to Rhonda's boyfriend's prized new Mustang convertible. They always tried to do something harmless – but to someone who deserved a little annoyance. And Teddy – who was a notorious, arrogant bully – certainly had.

"Not this year," Arnold said. "I might just go up to the late night matinee – they're showing _Frankenstein_ and _Dracula_, a double feature for just five bucks."

"Hey, that sounds cool," Gerald said.

"I'd love to go," Phoebe chimed in. Arnold mustered up a smile – another movie date with Gerald and Phoebe. He was always glad to have them along, but he felt a little out of place sitting next to the two of them while they held hands and cuddled.

"Oh, but I just remembered!" Phoebe said, slapping her forehead. "I promised Mom I'd help her decorate the house for Halloween. You know, carve the pumpkins and everything."

"That's okay," Arnold said. "I might not go, anyway. Now that I think about it I should probably help grandma and grandpa hold down the fort at the Sunset Arms, in case any pranksters pay a visit."

"Like your grandma needs help," Gerald said, smirking. "But alright, I guess I'll save my five bucks, too. Speaking of mischief, though, have you heard what the Demented Duo have got planned?"

"Helga and Curly?" Arnold asked, recognizing Gerald's nickname for the two. He turned around and saw them sitting at their usual table, but instead of whispering and snickering together as usual they were sitting back and talking to a small group of kids who had gathered around them.

"Yeah, those two loons," Gerald said, looking over at them.

"Gerald!" Phoebe scolded. Even though Helga had largely ditched her since they started high school, she still defended her old best friend.

"Well, they are crazy!" Gerald said. "They're going to sneak into Clayton tomorrow night and go poking around for ghosts."

"The old mental hospital?" Arnold asked, whirling around to face Gerald. Clayton Hospital was on the outskirts of town, past the old railroad station. It had been abandoned since the early seventies, and though it was marked as private property and blocked off with a chain link fence, kids often still snuck onto the grounds for a thrill during the day, only to get creeped out and dash off. Arnold had never been, but he had heard it was scary.

"Yep," Gerald said. "Couple of loons, no other explanation." He shuddered.

"That's really dangerous," Arnold said, frowning. "I've heard kids have gotten arrested for trespassing there, and that homeless people live inside the old building."

"Plus, the place is condemned," Phoebe said. "The building itself could collapse."

"No way are they going in there," Arnold said, shaking his head.

"What are you going to do, tell them they can't?" Gerald asked with a laugh. "Like they'd care."

"Helga will listen to reason," Arnold said, standing up. Gerald cracked up.

"Arnold, my man, you're crazier than them if you think that's true."

Arnold ignored Gerald and walked across the courtyard toward Helga and Curly's table. He wasn't sure how, but he knew he had to stop them from going through with such a poorly thought out plan. Did they want to get themselves arrested? Hurt – or worse? He stood in front of their table, having pushed through the small crowd of bystanders who were listening to Curly talk.

"Clayton was a lot like the place where they sent me," Curly said with a dark smile, looking around at his audience. "Totally inhumane. Plenty of unexplained deaths."

"Yeah right," one girl who was listening said with a sneer.

"You don't believe me?" Curly asked, looking at her with his usual wild eyed gaze. " Were you there? I roomed with a guy my first week who told me he was afraid the nurses were plotting to kill him. A week later he was gone. The nurses told me he was released but I knew they were lying – this guy wasn't even up for review for months."

Arnold sighed to himself, listening. Curly was talking about his six month stint in a mental hospital uptown. The school had forced him to go there after he got into a fight with an older boy named Alex who had been picking on him all year. Curly finally snapped – as he was prone to doing – and got in a lucky punch, knocking Alex's teeth out. Alex's parents, who were rich neighbors of the Wellington Lloyd's, had threatened to sue the school unless Curly was sent away for 'rehabilitation.' His sentence had been for one year, but Curly's parents had fought to get him out in six months. They claimed past prejudice because of Curly's very – individual – personality had caused a mis-sentencing, whereas he should have simply been suspended for a week or so.

"Why the hell do you want to sneak back into a mental institution, dumbass?" one of the boys who was listening asked, frowning and crossing his arms over his chest. "You like it in there or something?"

"It's not a functioning hospital, you Neanderthals," Helga answered for Curly, snarling at the boy. "We want to get inside to check out the spirit activity."

"I need to make peace with the souls who have been tormented like I was," Curly said with a wicked look around at the group. He always loved performing, Arnold thought glumly, guessing that part of this was just a front Curly was putting on. He knew it must have been hard for him to be locked up with people who had real problems for half a year. Though he could be unpredictable, Arnold believed that Curly was little more than eccentric, and certainly not dangerous.

"God, you are so full of crap," the same boy said, rolling his eyes.

"God, you are so scared out of your pea-sized mind," Curly shot back. "I bet you wouldn't last five seconds inside Clayton."

"Yeah right, I don't believe in ghosts," the boy said with a scoff.

"Then come with us tomorrow night," Curly said. "And prove it. Who else is in?" he asked, looking around at the group.

"No one is in," Arnold said, stepping to the front of the crowd. "You guys can't get near that place – its patrolled by the police and they'll arrest you."

"That's just a rumor," Curly said with a wave of his head. "There are no cops around Clayton, I've checked."

"Well, what if there are vagrants living there?" Arnold countered, "Homeless people and drug dealers?"

Curly laughed.

"Arnold, you sound like my Mom," he said. Arnold saw Helga smirk, and he remembered her earlier comment, his shoulders slumping.

"It's dangerous," he muttered, feeling like Gerald was right – there was no way they were going to listen to him. He looked at Helga. "You could get hurt," he said. He wasn't sure why, but he'd always felt a need to protect this fiercely independent girl, ever since the first day he met her, when she was walking alone in the rain, without an umbrella.

"Arnold, you didn't hear the whole story," Curly said, standing, as the lunch bell rang and the kids around them dispersed. "If you did, you'd know it's totally worth the risk."

"So tell me," Arnold said, wanting to at least hold their attention for a little longer. He followed Helga and Curly as they walked out of the courtyard.

"Back in the late sixties, there was a rich debutante who lived in this neighborhood," Curly began, as they walked inside and headed through the crowded halls. "She had always been a real straight arrow, but she started getting into the hippie movement, and her parents freaked. They sent her to Clayton, thinking she needed some 'rest.' They really wanted to punish her for thinking for herself," he added darkly, and Arnold glanced at Helga, sensing Curly's own conflict vested in this interest. Helga looked at him quickly and then turned her eyes away.

"Anyway, there was this kid who was in love with her," Curly went on, as they walked past the rows of lockers, past the classrooms that were beginning to fill for next period. "He went to school with her and thought she was beautiful. He couldn't stand the injustice of seeing her locked up like that, so he got a job at Clayton, as a janitor."

"Where are we going?" Arnold asked, as he followed Helga and Curly into the library. He was supposed to be in study hall this period – he heard the late bell ring.

"The newspaper room," Curly said, moving through the mostly empty library, toward the door that led down to the basement, where the old papers were kept on microfilm. "I want to show you that this is for real," he said, turning to Arnold before opening the basement door. Arnold stood at the top of the creaky wooden stairs and watched Helga and Curly descend into the low light of the library's basement.

"We're not supposed to be down there," he said wearily. Helga turned back to him and gave him an annoyed look.

"Stop being such a goody goody and come on," she snapped, turning back around and clomping down the rest of the stairs. Arnold sighed, and stepped down, closing the door behind him.

It was dark down in the newspaper room – there were no overhead lights, only desk lights and a little sunlight from the tiny windows near the ceiling along the far wall. Arnold followed Helga and Curly through the narrow rows of shelves, lined with books full of print newspapers and boxes full of microfilm.

"I've already got it loaded up," Curly said, as they walked back toward the microfilm scanner. "Cause I was showing Helga earlier."

"You're into this stuff, too?" Arnold whispered to Helga as they reached the scanner, Curly sitting down and flipping the screen on.

"Yeah," Helga whispered, half turning. "It's cool. And spooky." She turned back to him. "C'mon, Arnold, it's Halloween," she said.

"Anyway," Curly said, as he paged through the microfilm. "The guy gets a job at Clayton as a janitor, and he's got this plan like he's going to free the girl he loves. He finds a way to communicate with her, and he lets her know that he's going to help her out. They plan to meet one evening, just after dinnertime, and run away together."

"Here it is," he said, stopping on a scan of the front page of an old newspaper. Arnold leaned in closer. The headline read: FIVE DIE AFTER MURDERER ESCAPES CLAYTON.

"What happened?" Arnold asked, straightening up again. When he did he realized he was standing awfully close to Helga in the tiny space the three had squeezed into around the computer. She hadn't seemed to notice, though – she was staring at the computer screen with a sad look on her face, mesmerized.

"He didn't account on the rotating meal schedule," Curly explained. "He'd only been there for one month, and so had she – they didn't realize the male and female wards ate at different times each month. So he happened into the kitchen when some of the male patients were on dish duty. And the rest is history," he said, gesturing to the article.

"Six patients from Clayton Mental Hospital escaped early Friday night," Arnold said, leaning in and reading the article. "A janitorial worker's bungling cost him and four other area residents their lives, as one of the escapees was the infamous Left Hand Killer."

"The Left Hand Killer," Curly said darkly, both Helga and Arnold drawing in closer. Arnold felt goosebumps rise on his skin, and then felt the sleeve of Helga's sweater brush his hand. He glanced at her: she looked scared.

"Who was he?" Arnold asked. He had the odd inclination to throw a reassuring arm around Helga's shoulders, and almost laughed out loud at the idea. At such close range Helga almost seemed like a normal girl, not his lifelong tormentor.

"Left Hand was a psychopath who had murdered his whole family after his father cut off his right hand," Curly said. "They were crazy religious fundies, and when they caught him, er, doing what seventeen year old boys do alone in bed at night, they cut off his hand."

"That sounds familiar," Arnold muttered, remembering one of Gerald's urban legends.

"So Left Hand spent the next two years learning to use his other hand, and plotting revenge," Curly said, "And then, wham. One night he stabs his whole family to death in their sleep – with his left hand."

"So that's how he ended up in Clayton?" Arnold asked.

"He killed two other people on the block before they caught him," Curly continued, obviously relishing the opportunity to tell such a scary story. " Killing his family had made him into a complete raving lunatic, if he hadn't already been one before. He plead insanity during his trial and got sentenced to life in Clayton, in the violently disturbed ward."

"And that janitor let him out," Helga said, hugging herself.

"Left Hand went on another killing spree before the police finally hunted him down and shot him," Curly said, nodding to the article. "And that janitor who was trying to free his girl was the first one he killed."

"That's terrible," Arnold said, not wanting to believe such an awful story, but unable to deny it with the newspaper article right in front of him.

"It gets worse," Curly said, scrolling forward in the paper, to the obituaries. He came to a stop and pointed to one that featured a picture of a smiling teenage girl.

"That's the girl the janitor loved," he said, tapping her pretty face on the screen. Arnold leaned in and read the obituary, noticing that she'd been only eighteen when she died.

"Trudy McCall," Arnold read, "Died peacefully after suffering with illness."

"Yeah right," Curly muttered with a scoff. "After the scandal with the released patients and the Left Hand murders, Clayton was closed down. But while the incident was still being investigated, they didn't tell the remaining patients anything, because they didn't want them to try and escape themselves. So the girl – Trudy -- never knew what happened to the janitor who tried to save her – she thought he abandoned her."

"Poor girl," Arnold said.

"Indeed," Curly said. "What they don't want to admit in this proper little obit is that she hung herself in the closet of her room at Clayton, thinking she had been deserted."

"Kind of depressing, huh?" Helga said with a forced laugh, looking at Arnold.

"Yeah, just a little," Arnold muttered with a sigh. "Anyway, why do you guys want to go there? Why hang around a place with such an evil past?"

"Because Trudy's spirit is still trapped there, thinking that she died unloved," Curly said, his eyes going a little wild. "And the spirit of the janitor, too – he died without understanding why Left Hand was there when Trudy was supposed to be waiting."

"Even if I did believe that," Arnold said, rolling his eyes a little bit. "What do you think you could possibly do for them?"

"Everyone who tries to go into Clayton either gets scared off, or disrespects the place by spraying graffiti or trashing it," Curly said. "We just want to go in and offer its ghosts some solace on All Hallow's Eve. Respectfully explain to them what happened. They were kept in the dark in life – they've got to learn the truth now."

Arnold bit his tongue to keep himself from telling Curly how crazy he sounded. He glanced at Helga, and saw the romantic in her eating up every world Curly was saying.

"This is so dangerous," Arnold said, shaking his head. "You absolutely cannot do this." He stared at Helga as he said this, but she wouldn't look at him.

"Look, there's no one hanging around there, no police," Curly said. "Left Hand's spirit won't let police get anywhere near the place, since they're the ones who killed him."

"Left Hand's spirit!" Arnold said, getting frustrated. "If you believe that, how do you think you're going to get in there?"

"Left Hand goes to haunt his family's old house on Halloween," Curly said, matter of factly. "Everyone knows that."

"Curly," Arnold said, unable to help himself now. "This is really crazy."

"No, it's not," Curly said, turning off the microfilm scanner. "Look, I'll show you the old place. Have you ever been up to Clayton?"

"No," Arnold said. "But there's no way I'm going at night," he added, feeling a little wimpy but still afraid of getting caught for trespassing, despite Curly's wild theory that the police were blocked from the area by a murderous spirit.

"Then we'll go now," Curly said, starting to walk back toward the stairs. Helga and Arnold followed him.

"Now?" Arnold said, looking at his watch. "I've got two more classes today. I'm already missing study hall."

"God, Arnold," Helga moaned as they came to the stairs. "You're a teenager, for cripes sake. Live a little."

* * *

Arnold couldn't believe he was skipping school with the two resident 'loons' to go see the ruins of an abandoned mental hospital. But there he was, sitting on the outbound train across from Helga and Curly, headed out to the edge of town, to where the Clayton Mental Hospital had once operated.

He watched the scenery fly by out the window – they were sailing past seemingly endless factories, and it wasn't much to look at. He turned and looked at Helga, who was sitting across from him, staring out the window. There was no way he was letting her do this, and he didn't want Curly to do it, either. He would never be able to live with himself if he let them go through with this and something awful happened. But how would he stop them?

Helga saw him staring at her and turned, and Arnold quickly looked away. He had just been thinking that she wore too much makeup, unlike Lila, who never wore any. It was one of the things he loved about the redheaded beauty – she was so natural. Helga, on the other hand, wore dark eyeliner and crimson lipstick, coated her face with pale powder and plucked the hell out of her once-thick eyebrows. Arnold wondered what she looked like underneath all of that, these days. Probably not bad, he though, chancing another glance – she was staring out the window again. As they had gotten older Helga had actually become rather pretty, not unlike her older sister. But she tended to hide it under bad makeup, ratty clothes like that old purple sweater, and messy hair that hung in her face.

"Are you guys going to Rhonda's party?" he asked them as they rode, the train passing empty fields now as they headed toward the country.

"We weren't invited," Helga said plainly. Arnold chewed his lip, embarrassed. He thought Rhonda invited the whole school to her huge, posh Halloween party – mostly an exercise in showing off how fabulous she and her family were.

"You're friends with Rhonda?" Curly piped up instantly, clearly excited.

"Not really," Arnold said. "I guess she's nice to me – as nice as Rhonda can be. I usually barely see her when I go to her Halloween party."

"Oh," Curly said, disappointed, his shoulders slumping a bit.

They rode the rest of the way in silence, until the train stopped at the last station on the route: the desolate area where Clayton's remains were located. Arnold climbed off the train with Curly and Helga and watched it make it's way around the station, lumbering away into the distance.

"They'll be another one in thirty minutes," Curly assured him, sensing his nervous feelings. Arnold gave him a half-hearted smile.

They walked past what was left of this part of town: a few ramshackle houses and an old Food Lion grocery store that looked like it needed to be shut down. They came to the end of the main road, which dead ended at a large, iron gate. The gate, which was rusted and locked up in chains, had the word CLAYTON on it, emblazoned in large, iron letters.

"This way," Curly said, walking a little ways down past the main gate. There was a broken section that had been replaced by sagging chain link fence, which Curly pulled back and held open so Helga could climb onto the hospital's property. Curly held the fence open and waited for Arnold to follow her through – Arnold paused for a moment, looking at Helga on the other side of the fence. She looked a little nervous herself, and Arnold hurried through to meet her.

"Are you sure you want to come here at night?" he asked her as Curly climbed through behind them.

"What's Halloween without a little scare?" Helga said, shrugging. "Don't be such a baby," she added coldly, walking ahead.

They walked down a long, weed-ridden and overgrown path that led through a densely wooded area. Arnold heard birds calling and animals scampering through the brush that surrounded them. He crossed his arms over his chest, the hair on the back of his neck standing up. There was definitely some sort of negative presence here – he imagined the patients who had been interned in the asylum taking this final journey through the woods, getting their last look at freedom before being locked inside.

When they came to the end of the path a giant, brick building with Gothic style architecture loomed before them, sitting out in the middle of a damp and weedy field. The asylum looked like a castle, and was just as foreboding. The windows and doors had been covered by boards, but some had been torn away, revealing cracked glass that looked like jutting brows arched over the eyes of the institution that watched them approach.

They got within fifty feet of the building and Arnold stopped walking. Curly and Helga followed suit, the three of them simply staring up at the massive, crumbling structure in awe. Crickets hummed in the tall grass around them, and the afternoon sun that was beating on their backs did little to cheer the place up or make it seem less creepy.

"See," Curly said after awhile. "There's no one around."

"You haven't been inside, though," Arnold said. "Have you?"

"No," Curly said, after a pause. "I admit, I'm trying to spread the word about our little expedition here tomorrow night to get a group to join us. It would be pretty terrifying to be in there if it was just me and Helga."

"But we'll still go, even if no one else shows up," Helga added quickly, crossing her arms and looking at Arnold. Arnold didn't believe for a second that this place didn't scare her as much as it scared him – he wondered, like he always did, why she tried so hard to hide her feelings.

"I need to do this," Curly said quietly, taking Arnold's attention away from Helga. He was looking up at the building with a genuinely saddened expression.

"This isn't the best way to get closure," Arnold said, unable to help himself. Curly shrugged and turned to look at him.

"Maybe I can give someone else closure, then," Curly said, and Arnold started to ask him who he was talking about before he remembered his plan to rescue the ghosts' hurt feelings.

"Do you really believe that there are spirits in the world?" Arnold asked. "Or is this just a Halloween goof?"

"Not a goof, I really believe it," Curly said, his face serious. "Does that make me crazy?"

"No, Curly," Arnold answered honestly. "Lots of people think ghosts exist. They might not be in the majority, but they're not crazy. And neither are you," he added. Curly smiled.

"You're a good guy, Arnold," he said.

"But you still won't take my advice," Arnold said, shaking his head.

"Nope," Curly said, looking back at the asylum. "We'll be back here tomorrow night. Right, Helga?"

"Right," Helga chimed in easily. Arnold glanced at her. He wished that he could talk to her alone, to see if she was just trying to help Curly as a friend or if she really believed everything he was saying about ghosts.

A crow flew over their heads and cawed loudly, causing all three of them to start a little. They looked up and watched the black bird soar over one of the spires on the asylum's roof.

"Let's get out of here," Arnold pleaded, and they all turned and headed back toward the road. As they were walking away Arnold couldn't help but feel like the building – or maybe something within it – was watching them leave. He shuddered a little and quickened his pace, eager to get away.

* * *

Later that night, Arnold was lying in bed, staring up at the dark sky through his skylight – his nightly ritual. It was a cloudy night, and he couldn't see any stars. While he usually spent these sky-gazing evenings day dreaming, he couldn't stop thinking about Helga and Curly. Outside mischief night was playing out as usual – he could hear the whoops and hollers of kids and the hiss of silly string containers being emptied. Grandpa was sitting out on the front porch with Mr. Hyunh, both of them holding baseball bats in their laps and looking out threateningly at passers-by. Meanwhile, his grandmother was up on the third floor fire escape throwing water balloons at those same passers-by.

"Pookie, you're getting us wet!" he heard his grandfather shout outside. He heard his grandma giggling in response. He smiled to himself in bed. Suddenly he felt like he should be participating in mischief night – if for no other reason then to get his mind off of Curly's terrible story, and the idea of he and Helga going to Clayton the next night.

He put on his jacket and jogged downstairs, opening the front door and stepping out onto the stoop. Grandpa and Mr. Hyunh turned to look at him.

"I think I'm gonna go to a movie," Arnold told them, walking down past them.

"Alright, short man," Grandpa said. "Be careful – there's all sorts of wackos out tonight." He looked suspiciously up and down the street as he said it. Arnold grinned and waved, promising that he would. As he started to walk off something sailed down and splattered near his feet.

"Grandma!" he said, looking up at her.

"Oh, is that you, Arnold?" she called down innocently from the fire escape. Arnold groaned and walked off toward the old movie theater.

As he made his way down the street, which was littered with silly string and toilet paper, he was overcome by memories of all the Halloweens of his youth. He used to trick or treat every year with Gerald, and they would always get together with the neighborhood kids at the end of the night to compare and trade candy. He kind of missed those days, but he was still looking forward to Rhonda's party and the story telling and junk food munching afterward. He just wished he didn't have to worry about Helga and Curly's safety all night, though he knew he would.

When he reached the old theater he paid five dollars for the _Frankenstein_ and _Dracula_ double feature, and walked inside. He loved this theater – it had been around since the 1930s, and it was practically a historical landmark. The carpet inside was worn and red, and the popcorn was still made from an old fashioned machine. Arnold bought a small bag from the concession stand before walking into the dark screening room, which was huge, the large screen framed by a heavy, moth eaten red curtain.

He walked toward the front as his eyes adjusted to the dark – _Frankenstein_ had already started, but the theater wasn't very crowded. He sat down in the sixth row and began to settle in with his popcorn when he noticed someone sitting alone, two rows in front of him – a girl with choppy blond hair, eating from a box of Milk Duds and staring at the screen.

"Helga," he whispered, drawing a shushing from the theater's other patrons. Helga turned around and saw him, and – before she could stop herself, it seemed – grinned back at him. Arnold took that as a cue that she was in a friendly mood, and he stood up, walked to her row and sat down beside her.

"I'm surprised you're not out making mischief tonight," he teased, leaning close to whisper in her ear. Helga snorted, keeping her eyes on the screen.

"I thought about egging Lila's house," she said with a wicked smirk. "But I didn't want to waste perfectly good eggs."

"Why do you hate Lila?" Arnold asked, frowning.

"What a question," Helga muttered, forcing a laugh.

"I don't understand you," Arnold mumbled, wishing he could stop trying to. It had always been a sort of sadistic hobby of his: trying to figure Helga Pataki out.

"What a tragedy," Helga said with a scoff. Behind them, the other moviegoers shushed them again.

"Where's Curly?" Arnold asked after he had cooled down a little bit. On the screen in front of them, Frankenstein's monster had just broken loose.

"He's at home," Helga answered shortly. "What are you, his nanny? We don't need you to take care of us, Arnold."

"Do you want me to leave?" Arnold asked in a harsh whisper, wishing that he could ask her something without getting a snippy retort in return.

"No," Helga answered, quietly, after a pause. Arnold wasn't sure why, but he felt a little thrill in his chest when she admitted that she didn't want to be left alone. He silently offered her his popcorn, and she took a piece. They watched the rest of the two movies in silence, until halfway through _Dracula_, when Arnold's eyes started to droop.

"Hey," Helga said, jabbing him with her finger. "Quit drooling on my sweater."

Arnold's eyes snapped open, and he realized with embarrassment that he had drifted off for a moment, his head landing on Helga's shoulder. He sat up straight, rubbing his eyes, his cheeks burning. When he looked back to Helga he thought he saw her cheeks brighten, too, but it was hard to tell in the dark theater.

"Sorry," he whispered. "I haven't been sleeping well."

"Dreams of Lila keeping you tossing and turning?" Helga teased, raising an eyebrow at him.

"No," Arnold said firmly. "Dreams about my parents."

As soon as he said it he wished he hadn't. He hadn't told anyone about the dreams – not Gerald, not even his grandparents. Why in the hell had he just blurted it out to Helga Pataki, of all people? He half expected her to make fun of his orphandom as her father once had on Parents Day in elementary school, but then realized that even Helga had never been that cruel. In fact, she was looking at him with an expression he could have sworn was full of sympathy.

"Oh," she said quietly.

"I'm gonna go home and go to bed," Arnold said, suddenly uncomfortable. "Want me to walk you home?"

"I suppose you'll insist," Helga said, rolling her eyes and standing. She followed him out of the theater, and when they reached the lobby she tugged on his sleeve and pointed to the women's bathroom.

"It's haunted," she said. "I always hear strange noises when I'm in there alone during a late show."

Arnold almost asked her if she went to see a lot of movies by herself, but then stopped himself. He supposed it wasn't any more pathetic than his habit of joining Gerald an Phoebe on their movie dates.

"You really believe in all that ghost stuff?" he asked as they pushed their way out of the theater, into the chilly night air.

"Not really," Helga said with a shrug, pulling her sweater shut against the cold. For the second time that day Arnold had the startling inclination to put an arm around her, and his cheeks turned pink.

"I just think it's fun," Helga told him. "Getting spooked is a little bit of a thrill, and thrills are hard to come by in this neighborhood."

"You'll get more than a thrill if you go to Clayton with Curly tomorrow night," Arnold said, knowing he was being preachy but unable to help it. " You could get seriously hurt."

Helga groaned.

"By what?" she asked, "A ghost?" She gave him a sideways grin. "Now who's being crazy?"

"Not by a ghost," Arnold said. "But by a deteriorating building that isn't safe."

"Arnold, Clayton closed in 1970!" Helga said. "It's not like the place is falling apart – it's not that old."

"I just don't think you should go," Arnold said, shaking his head. "I had a bad feeling when we were there today with Curly."

"The bad feeling is what makes it fun," Helga said, as they reached her brownstone.

"You have a weird concept of fun," Arnold said as she stepped up onto her stoop's first stair. Helga slid her hands into the pockets of her sweater and looked down at him.

"What am I supposed to do?" she asked, her voice softer. "Let Curly go alone? He will, you know."

"Why won't he listen to reason?" Arnold asked. "I know he's not really crazy."

"You and I might be the only ones in school who realize that," Helga muttered. "He pretends it doesn't bother him, but – I know a defense mechanism when I see one. And this thing, this obsession with Clayton and the ghosts he thinks are trapped there --"

"It must have been really terrible for him," Arnold said. "Those six months in – that place – where they sent him."

"It was," Helga said curtly. Arnold thought he saw her eyes getting watery, but maybe it was a trick of the moonlight. "He's the bravest person I know for coming back to school and facing everyone," she added, looking up at the sky.

"Why don't you two come to the Sunset Arms tomorrow night instead of going up there?" Arnold asked. "Gerald's going to tell ghost stories and --"

"Oh, Arnold, put a lid on it!" Helga snapped. "Stop trying to tell everyone how to live their lives!"

"Helga, I think you know this is a bad idea," Arnold said, frowning at her, his face heating with frustration. "You're just trying to protect Curly."

"Well, someone has to!" Helga countered, crossing her arms over her chest.

"You're just a kid," Arnold said. "It's not your job to protect him." As soon as he'd said it he realized he was being a giant hypocrite – if that was true then why was he so hell bent on protecting Helga? He told himself to just walk away, go home, go to bed and tell himself that he'd done all he could. But his feet stayed planted at the bottom of Helga's stoop.

"Whatever, Arnold," she muttered, glaring down at him.

"So, will I see you tomorrow?" he asked. The question felt odd, out of place. It was the sort of information he usually begged from Lila, not Helga. But he simply wanted she and Curly to choose his little Halloween get together over going to Clayton. That was all.

"I don't know," Helga said, after a moment of what seemed a bit like stunned silence, as surprised by the question as he was.

"I feel like we've just been on a date," Arnold said, thinking out loud. He almost fainted from embarrassment when he realized those words were coming out of his mouth and not just forming in his mind.

"Well, buddy, you really are sleep deprived, then!" Helga said, with a high pitched laugh. Before Arnold could respond she turned quickly on her heel and opened her front door, disappearing inside.

Arnold walked home, feeling like a bit of an idiot. He hurried through the now mostly empty streets, thinking of Curly's story about Left Hand, and picking up the pace a little, nearly jogging by the time he'd reached the Sunset Arms. When he got inside he let out his breath and locked the front door behind him.

He leaned against the shut door and looked around the dark lobby of the boarding house. He wished he could get Helga Pataki out of his mind. He was tired of her frustrating mood swings, her impossible to decipher personality, and her stupid, dangerous plans. He was also a little annoyed at the fact that he'd noticed she looked kind of pretty tonight, especially beside him in the theater with the lights from the movie screen flashing on her face . . .

He shook his head, pushing the thoughts away. The last thing I need, he thought, as he climbed the stairs to the second floor, is a crush on someone like Helga. Sweet Lila had already put him through the ringer for five years – he could only imagine what someone like Helga would do to his ravaged heart.

(Part Two will follow soon! And yes, I am still working on "Ribbons.")


	2. Chapter Two

A/N: Glad everyone is enjoying this – I recommend reading the later scenes of this chapter (or anything creepy, really) while listening to some Danny Elfman music. ;)

Chapter Two

Arnold opened his eyes and looked around. He was in some sort of small cottage – light streamed in through a window that was half covered by a dingy makeshift curtain. He blinked and sat up, and his heart skipped a beat when he realized where he was.

He was in the hut from his dream about his parents. He jumped off of the bed he'd been lying on and whirled around, looking for those vengeful, rotting skeletons. But they were no where to be found, though otherwise the hut looked like it always had – dusty and dank. Then he saw something move out of the corner of his eye, and turned around to see a girl standing in the hut's doorway.

She was blond, wearing a dirty tank top and a long, brown skirt. She was looking away from him, but he recognized her instantly: Helga Pataki.

She turned, as if she'd felt his eyes on her. She smiled a little. Arnold wanted to speak, to ask what they were doing here, to ask why they were standing in the jungle, in the middle of his lost parents' hut. But he couldn't seem to find his voice. He simply stood and stared at Helga as she walked slowly toward him.

"Arnold," was all she said, as she bent forward to kiss him. Arnold put his hands on her waist and gave in easily, the questions in his mind drifting far away. Helga wrapped her arms around his shoulders, drawing him close, and he melted against her.

Then, like a bucket of cold water dumped over his head, Helga moved quickly away from him, turning and walking toward the door.

"Wait!" Arnold called, but she didn't listen. She jogged out of the hut and toward the edge of the clearing it sat in, running for the thick jungle. Arnold felt a cold stab to his heart: somehow he knew that if she disappeared into the jungle he would never see her again. He ran out to try and stop her.

Helga shrieked suddenly, and Arnold noticed that she had her foot stuck in the mud. Then, as her ankles disappeared into the thick mire, he realized it wasn't mud at all, but quicksand. He ran forward to try and help her, but when he reached out for her she wouldn't take his hand.

"Helga, come on!" he shouted, his heart pounding. But she refused to grab the hand he offered, and kept trying to get a grip and pull herself out on her own. Her hands disappeared beneath the quicksand.

"Helga!" Arnold screamed desperately, as she sunk in up to her shoulders. She looked at him, her face panic stricken.

"Arnold, help!" she pleaded. He leaned forward, but he couldn't reach her – not without plunging into the quicksand himself. He stood up and looked around the clearing, hoping to find a long branch he could extend to her. But he saw nothing – and when he looked back, Helga had completely disappeared.

"Nooo!" Arnold screamed, as the quicksand let out a sickening gurgle.

* * *

Arnold woke up with a start, jerking into a sitting position in bed. His heart was racing, and his body was soaked in sweat. He blinked into the sunlight that was pouring through his skylights. It was a just a dream, he told himself, trying to still his shaking hands.

He climbed out of bed, feeling strange. He understood the second part of the dream – he was worried about Helga, worried that he couldn't help her. He thought about she and Curly's fool-brained plan to sneak into the abandoned mental hospital, and felt a nervous pang in his stomach.

But as he put on his robe and headed down the hall toward the bathroom, it was the first part of the dream that that truly troubled him. He had kissed Helga. He felt a shiver move from his head down to his feet when he thought about it, and it wasn't the sort of shudder that his nightmares usually brought on. The kiss had felt so real – he was almost disappointed, now, that it hadn't actually happened.

But as the hot water of his morning shower poured over him, he told himself to stop thinking about it. Helga would be no good for him, he was sure of it. And anyway, there was absolutely no sign that she was interested in him – just like every other girl at school. Arnold sighed as he rubbed shampoo into his hair. He wanted to be kissed like he had in the dream – he'd never had a real kiss like that. In fact, when he thought about it, the last kiss he'd had was from Helga herself, back when the two of them played Romeo and Juliet in their elementary school play. He tried not to feel too pathetic as he thought about this, and tried not to think about the possibility of kissing Helga in reality. Something about it seemed so wrong – why should he be attracted to someone who treated him so badly? He shook his head, and tried – willingly, for once – to think of Lila instead.

Arnold got dressed and went downstairs, where he found his grandparents in the kitchen, his grandmother cooking pancakes and his grandfather reading the paper.

"Hey, short man!" his grandpa called as he took a seat at the kitchen table. "Got big plans for Halloween?" he asked, putting down the paper.

"Just Rhonda's party," Arnold said, drinking the glass of orange juice his grandmother had set out for him. "And I might bring Gerald and a few other friends over here afterward, if that's okay."

"Sure, sure," his grandpa said. "As long as you don't make a ruckus."

"We won't," Arnold said with a grin. He thought of Helga and Curly, and hoped that they would join them tonight instead of going to Clayton. He knew it wasn't likely, but he couldn't help but picture the two of them sitting, happy and safe, in the boarding house's common room, listening to Gerald's stories and eating candy corn and mini chocolate bars. As the image formed in his head he saw himself sitting next to Helga, he saw her leaning idly against him as they sat on the floor in a circle . . .

"Pumpkin pancakes!" his grandma chirped suddenly, making him jump. She dropped three pumpkin shaped flapjacks – a Halloween tradition at the boarding house – onto his plate.

"Thanks, Grandma," he said, his cheeks going a little red. He pushed the thoughts about Helga away and dug in.

After breakfast Arnold went for a walk around the neighborhood. Everyone had dressed up their apartments and houses for Halloween – the holiday was a big deal, here. Kids were carving Jack-O-Lanterns on their front stoops, scooping out the seeds and guts and dumping them onto newspapers their mothers had laid out. Arnold smiled at the old Halloween tradition, and wished for a moment that he was still a kid.

He found himself coming to a stop a little ways down the road, and looked up to realize that he was standing in front of Helga's brownstone. He thought of knocking on the door – but what would he say? He swallowed a lump in his throat – despite his bad luck with them, he usually wasn't too nervous around girls. Why did the mere thought of Helga make him get all trembly and scared? Maybe because he was afraid she'd pummel him if he tried anything, rather than just turning him down like a normal girl.

He walked away with a sigh, hoping that he would get over this weird fascination with Helga when Halloween ended. He told himself he was just thinking about her like this because he was worried about her, and walked on to Gerald's house with his hands in his pockets.

Arnold spent the rest of the afternoon with Gerald, playing video games and sneaking candy from the supply his parents had bought for the evening's trick or treaters. By mid afternoon they were both feeling a little ill from too much sugar, and tired of the video games. They laid out on the couches in Gerald's family room and idly watched TV, waiting for Phoebe to arrive so they could all get dressed for the party.

"So, did you talk the terrible twosome out of their little plan for tonight?" Gerald asked at one point.

"No," Arnold muttered glumly.

"I knew it," Gerald said, shaking his head.

"Do you think they'll be okay?" Arnold asked, raising his head from the sofa cushions.

"All's I know is that I would never go in that place," Gerald said. "I've been up there a few times during the day – man! It's really creepy. And it would be much worse at night."

"I know," Arnold said with a sigh. "I went up there yesterday."

"You did?" Gerald said. "By yourself?"

"No, I went with Curly and Helga," Arnold told him.

"And they didn't sacrifice you on their satanic alter?" Gerald asked with a grin. Arnold scowled.

"Quit it," he snapped.

"I'm just kidding, Arnold, relax!" Gerald said. "I've heard rumors about Satanists doing rituals up at Clayton," he added.

"They're not Satanists, and they're not crazy, either," Arnold said, sitting up. "They're just – unique."

Gerald snorted with laughter.

"Whatever, man," he said with a shrug. "Sorry I insulted your new best friends."

"What would you do if Phoebe said she wanted to do something like this?" Arnold asked, irritated. Why couldn't Gerald understand why he was so concerned?

"I would find some way to stop her," Gerald admitted. "There's no way I'd let her do something like that."

"See!" Arnold said.

"Arnold," Gerald said dryly, staring at him. "You're comparing how I'd feel about my girlfriend being in danger to how you feel about Curly Gamelthrope and Helga Pataki being in danger."

Arnold's cheeks turned red when he realized Gerald was right.

"So," Gerald said, standing. "Unless there's something going on with you and Helga that I don't know about – or with you and Curly," he added with a snicker, "I still don't get why you're so obsessed with whether or not they go to Clayton tonight."

"Just never mind," Arnold said with a frown, folding his arms over his chest. "I don't see what's so strange about me not wanting two people to get hurt – even if I'm not going out with one of them."

"Are you sure you're not?" Gerald teased, walking into the kitchen to get something to drink.

"I'm not!" Arnold said, his cheeks going red at the suggestion. "And even if I was," he muttered to himself. "What would be the big deal?"

"Whoa, whoa, whoa!" Gerald said, popping back into the family room with a Dr. Pepper can in his hand. "Did you just say what I think you just said?"

"Forget it, Gerald," Arnold mumbled, embarrassed, hugging one of the couch cushions to him.

"I'm assuming you're talking about Helga?" Gerald said, sitting down in an armchair across from Arnold. "Though Curly might make more sense," he added with a smirk.

"Why?" Arnold asked, wishing he could make himself shut up but unable to help it. " What's wrong with Helga?"

Gerald answered him by looking at him like he was nuts.

"Arnold," he said, leaning forward. "The girl hates you, for one thing."

"Not really," Arnold muttered. He had never truly believed, no matter how badly Helga treated him, that she hated him. "We kind of . . . went to a movie together last night," he added, his voice low.

"What?!" Gerald asked, jumping up. "Whoa, man, why didn't you tell me you had a date with Helga?"

"It wasn't a date," Arnold said with a sigh, sitting up. "We just happened to run into each other, and we sat together, and I walked her home."

"That is the weirdest thing I've ever heard," Gerald said, shaking his head. " Arnold and Helga on a date."

"It wasn't a date!" Arnold said again.

"Did you kiss her?" Gerald asked, ignoring Arnold's protestations. He had an odd look on his face, like he wasn't sure what he'd do if Arnold said yes.

"No!" Arnold told him, though he couldn't help but think of the kiss in his dream. " But what would be – so terrible – if I did?" he stuttered.

"I don't know," Gerald said. "Helga's just . . . weird. And she's mean. I thought you were into girls like Lila."

"I thought so, too," Arnold said with a sigh.

"So . . . you _are_ into Helga?" Gerald asked cautiously.

"No – I – I don't know," Arnold said, shaking his head. "It's just this whole thing with her and Curly, I can't think straight. But don't you think she's kind of pretty?" he added, in a quick and embarrassed rush.

"Who's pretty?" Phoebe asked suddenly, walking into the room behind them with her arms full of Star Wars costumes. Arnold and Gerald jumped in surprise.

"Uh, no one," Arnold said, flushing pink.

"Arnold's in love with Helga," Gerald remarked casually. Phoebe's eyes bulged.

"Helga Pataki?" she asked timidly.

"No, no – just, ugh!" Arnold groaned, burying his face in the couch again. "Can we talk about something else, please?" he asked.

"Sure, man, sure," Gerald said, patting him on the shoulder. "I was just kidding," he added, looking to Phoebe. She gave him a confused look, but shrugged and smiled.

As evening approached the three of them put on their costumes, Phoebe helping Arnold tie his white Luke Skywalker outfit on over a white t-shirt and his khaki pants. She put on her Princess Leia dress and tied her short black hair into two small buns. Gerald simply pulled a vest on over the white shirt and black pants he was already wearing.

"Han Solo," he said, pointing the toy blaster that completed his costume around the living room. "Coolest cat in the history of Sci Fi."

"It suits you," Phoebe said proudly, beaming at him. They kissed, and Arnold looked away, pretending to adjust the belt on his costume. He thought of Helga, wondering where she was. The sun was going down outside – was she heading toward Clayton? He prayed that she would change her mind at the last minute.

The three friends walked toward Rhonda's townhouse, which was in the wealthy part of town, after having their picture taken by Gerald's mother. As they walked the streets numerous trick or treaters rushed past them, giggling and poking through their bags full of candy. Arnold watched them go by, again feeling a little wistful about his childhood. Halloween just wasn't the same anymore – back when they were kids none of them would have even considering doing something as dangerous as sneaking into a deserted building.

"What's wrong, Arnold?" Phoebe asked him quietly, as Rhonda's townhouse, lit up with decorations and pumping spooky music into the street, appeared ahead of them. Arnold looked to her and offered a little smile – it was uncanny how intuitive she could be sometimes.

"Nothing," he muttered, not wanting to talk about it in front of Gerald. Though the two of them were best friends, he'd never felt that comfortable talking about how he felt about things with Gerald – in eleven years of friendship they had never once discussed his parents.

"Gerald," Phoebe said, as they came to Rhonda's front stoop, which had bright orange lights in the shape of pumpkins wrapped around the railing. "Go on inside - I need to talk to Arnold for a minute."

"About what?" Gerald asked, looking a little offended. He glanced at Arnold, who simply shrugged in return.

"Never mind, just run along," Phoebe said sweetly, standing on her tiptoes to give him a little kiss on the cheek.

"Alright," Gerald mumbled, still looking a little suspicious. "I'll see you guys in there." He walked up the stoop and inside the open door, and Arnold couldn't help but grin at how in control little Phoebe was.

"What was that all about?" he asked, when Gerald had gone inside.

"Are you alright?" Phoebe asked, sincere concern on her face. "You seem troubled."

"It's just this thing with Curly and Helga," Arnold said with a sigh, looking up at the night sky. There was a full moon staring back at him. "I'm worried about them," he admitted.

"Do you really have feelings for Helga?" Phoebe asked. "Or was Gerald just joking around earlier?"

"I don't," Arnold said firmly, thought it felt like a lie. "She's just – I can't stop thinking about her lately. Cause I'm worried. That's all."

Phoebe raised an eyebrow, and Arnold knew she was seeing right through him.

"You've always been that way, a little bit," she said softly. "Worried about Helga," she added, clarifying.

"I don't know what it is," Arnold said, shaking his head. "You were friends with her for years, even when she treated you like a flunky and bossed you around. I feel like I've been the same way, putting up with her abuse even though it . . .," he trailed off.

"Even though it hurts?" Phoebe finished for him.

"Yeah," Arnold mumbled, embarrassed.

"That's because you and I understand that she doesn't really mean it," Phoebe said with a sigh. "That it's her way of hiding her own sensitivity and self doubt."

"I guess," Arnold said. "I mean, I've always suspected that. But shouldn't she have grown out of it by now?"

"She has," Phoebe said with a little grin. "She may avoid people, but that's just her nature. She's basically civil to everyone now --"

"Everyone but me!" Arnold interjected. "Every time I try to talk to her she cuts me down."

"Oh, Arnold," Phoebe said, looking at him with sympathy. "Haven't you figured it out by now?"

"Figured what out?" Arnold asked, his cheeks burning.

Phoebe sighed, and looked up the steps.

"I'm going to head in," she said. "You just think about it, Arnold."

Arnold watched her walk up the stairs, more confused than ever. He sighed to himself and looked up and down the street in front of Rhonda's house, foolishly hoping that Helga would walk up to Rhonda's stoop and tell him that she and Curly had called the whole thing off. But he knew she was too prideful to show up to a party she hadn't been invited to.

Arnold looked up at the open front door and started a little when he saw a girl standing there. It was Lila, and Arnold's heart jumped into his throat at the sight of her. She was wearing an old fashioned red and black gown, and her hair was swept up on top of her head in a graceful bun. She smiled down at Arnold, and he thought he'd faint. She looked absolutely gorgeous.

"There you are," she said, walking down the stone steps. "Gerald said you were out here with Phoebe – where did she go?"

"Er, you just missed her," Arnold stuttered, talking over the thudding of his heart in his ears. He looked around Lila's shoulder.

"Where's James?" he asked, a feeling of dread rising through him as he remembered her boyfriend.

"I don't know," Lila said, the cheerful smile fading from her face. "I haven't been able to find him. It's awfully crowded in there . . .," she trailed off, and Arnold could see that she was embarrassed.

"Did he tell you he would meet you here?" Arnold asked.

"Yep," Lila said with a sad little laugh. "But I've been here for an hour, and I haven't seen him."

"What a jerk!" Arnold said, before he could stop himself. What kind of guy would stand up a girl like Lila?

"Oh, Arnold," she said softly. "I'm sure he'll have a reasonable explanation . . .,"

"Sorry," Arnold said quickly. "I just – it makes me mad. He should have at least called you if something happened."

"Well, I don't have a cell phone," Lila reasoned.

"I know you don't," Arnold said with a grin, and she smiled back at him. Lila was one of the few kids in the neighborhood whose family had the same financial struggles that Arnold's did. Often they bonded over the fact that they both felt a little left out when their classmates whipped out expensive cell phones or bragged about their spring break vacations.

"Well, I'm glad you're here, anyway," Lila said. "How do you like my costume?" she asked, holding her arms out a little to show it off. "Do I look like the girl from _Titanic_?"

"It's perfect," Arnold said, making a conscious effort not to drool.

"Yours is . . . interesting," Lila said, looking him over.

"I'm Luke," Arnold said, holding up the toy lightsaber he'd brought with him. " You know, from _Star Wars_?"

"Oh," Lila said, "I've never seen it."

Arnold swallowed his shocked protestation. Normally he would be perturbed – who hadn't seen _Star Wars_?! But for Lila he would forgive anything, even being clueless about one of his favorite movies.

"Let's go inside," he said, taking a step toward the door. Lila smiled and hooked her arm through his. He struggled to keep his shaking knees from bringing them both down as they walked through the door.

Rhonda's house was professionally decorated for the holiday, as usual. There were orange and black streamers draped gracefully through all the rooms, fake spider webs in every corner, and strings of purple lights snaked around the perimeters of every room. In the back of the house a live band, dressed as skeletons and witches, was playing eerie rock music. Arnold followed Lila into the dining room, where tables had been laid out along the walls. They were covered with all the makings of a Gothic feast – a giant turkey sat at the end of one table a man wearing a tuxedo was standing behind it with a carving knife, serving guests. Candles in ornate holders were spaced between the food, which sat in fancy, old fashioned silver serving dishes.

"Rhonda does such a great job decorating every year!" Lila mused as they moved through the crowd of their costumed classmates.

"You really think Rhonda's the one who puts all of this stuff up?" Arnold asked with a raised eyebrow, surprised, as he often was, by how naïve Lila could be. But he dismissed it as a sweet sentiment. Lila assumed the best about even calculating, snotty Rhonda.

Arnold spotted Phoebe and Gerald standing with their other friends, and as he and Lila made their way over, he couldn't help but think that this felt like a dream, like one of his fantasies. Lila's boyfriend had ditched her, and he was here to save the day. Plus, Lila looked like an absolute dream in her costume. He stared at her while the rest of the group sat listening to Sheena - who was dressed up like Yoko Ono - talk about the organic pumpkins she'd gotten for Halloween that year.

It was like a dream, like everything he'd wished for in the past five years had come true.

_So why am I so anxious_? Arnold wondered to himself, folding his arms over his chest. He looked up at Lila, at her smile, at the loose tendril of red hair that hung by her ear. She was perfect. But as they sat talking, his mind was wandering. The initial joy of seeing Lila and having her hook arms with him washed slowly away, and the image of her sitting beside him was replaced with one that he couldn't get out of his head: Helga and Curly walking toward Clayton Hospital, flashlights in hand, peril all around them.

_Dammit, Helga_, Arnold thought to himself, clenching his fists. _Of course you'd have to spoil this for me_. He looked up at Lila again, and sighed to himself. What was he going to do? He thought about calling the police – if Helga got into a little legal trouble it would still be better than getting physically hurt from wandering around inside the deteriorating building. But he knew that Curly would be doomed if the cops caught him doing anything out of the ordinary; he'd be back in a functioning mental hospital in no time.

"Arnold!"

He looked up when he saw Gerald staring at him, and noticed that everyone in their little clique was looking in his direction.

"What?" he asked, a little harshly. Suddenly he wasn't really in the mood for a party.

"I was just asking if you wanted any punch," Eugene said sheepishly.

"Oh, sure," Arnold muttered, and Eugene trotted off to get everyone's drinks.

"Better watch out, citizens," a sneering voice said, and Arnold turned to see Rhonda's boyfriend Teddy standing behind he and Lila. "Rhonda spiked the punch," he informed them with a wink.

"Who cares," Arnold heard himself mutter. Everyone looked at him with surprise, including Lila, who appeared scandalized. But he didn't care – he felt helpless, and couldn't stop thinking about Helga. Maybe a little spiked punch would get his mind off of the goings on at Clayton Hospital for a little while.

"That's the spirit," Teddy said with a grin, clapping Arnold hard on the back and making him stumble forward a little. "What the hell are you dressed up as, dude?" he asked, looking down at Arnold's costume. " A male nurse?"

"Luke Skywalker," Arnold mumbled, holding up his lightsaber. Teddy laughed, and Arnold felt like an enormous dork. Teddy, of course, was too cool for a costume – he was wearing his usual Oxford shirt and jeans.

"Hey, cool," Teddy said with a raised eyebrow. "I used to have Star Wars bed sheets. When I was seven."

"Teddy, have you seen James?" Lila asked.

"Nope," he answered quickly. "Speaking of, has anyone seen my – ah, there she is," he said, beaming a little proudly and looking toward the townhouse's grand lobby staircase. Arnold turned and saw Rhonda descending slowly, surveying the crowd as she went.

Arnold sighed, looking at her. Rhonda rivaled Lila for the title of the most beautiful girl in school. Despite that, she was Lila's polar opposite, with a reputation for getting into trouble and a cold, blunt attitude – she felt no remorse for walking over people's feelings in her quest to be "honest." She was a little like Helga that way, though bolder, because of her money and looks.

Rhonda was dressed as Cleopatra, which was a good fit for her choppy, black hair and stunning looks. She walked slowly over toward Arnold and the others, keeping her eyes on Teddy and greeting her guests with disinterest as she made her way through the growing crowd. Arnold tried not to stare at her while Teddy was watching, but it was hard not to – her costume was split into two parts: a tight, white halter top and a long, loose white skirt. Her tan midriff was showing, and the thin, gold belly chain that circled it loosely drew Arnold's eyes there. He swallowed heavily – Rhonda's beauty was completely different from Lila's. The presence of both made him nervous, but Lila's did because he wanted to be closer to it, while the sight of Rhonda just made him want to run away. She was dangerous, and wickedly, intentionally seductive. She had blown through most of the good looking guys in school already, including a few seniors, and was notorious for breaking hearts and smashing egos.

"Hey, babe," Teddy said, grabbing her around the waist as she reached them. He kissed the side of her head and she scowled and reached up to fix her hair. "You're just in time to freshen my drink," he said, holding up an empty plastic cup.

"Shut up," Rhonda growled, folding her arms over her chest.

"Great party, Rhonda!" Lila chirped obliviously.

"I guess," Rhonda said, with a dramatic sigh. "I'm kind of bored."

"If you're bored, we could go up to Clayton and see if those wack jobs actually had the nerve to go inside," Teddy suggested eagerly, grinning at the idea.

"You know about that?" Arnold asked, jerking around to look at him.

"What?" Rhonda asked with a frown.

"Curly Gamelthrope and Helga Pataki," Teddy said. "They've been telling everyone all week how they're going to sneak into the old mental hospital outside of town. I bet they chickened out."

"Curly?" Rhonda said, making a face. "That kid with the glasses?"

"He hasn't worn glasses since seventh grade," Gerald said dryly, though Rhonda didn't seem to be listening.

"What makes you think they won't do it?" Arnold asked Teddy, hoping that he was right.

"Cause that Gamelthrope freak is a little pansy," Teddy said with a scoff.

"Like you'd do it," Rhonda said sharply, and Arnold had to bite away a smile. He wished he had the nerve to tell Teddy he was wrong about Curly, but he was afraid of becoming one of Teddy's friends' targets for humiliation in school. He inwardly cursed his own cowardice, but for once appreciated Rhonda's cynical derision.

"I ain't afraid of no ghosts," Teddy said, laughing at his own joke.

"Then let's go to this Clayton place and check it out," Rhonda said, with a wicked smirk, looking around the group. "Sounds like fun."

"Yeah, let's go!" Arnold said without thinking. Gerald looked at him like he was nuts, and Phoebe and Sheena exchanged a concerned glance.

"_You_ want to go?" Teddy asked, looking at Arnold and not bothering to hide his surprise.

"Why not?" Arnold said, puffing up his chest a little. But the real reason he wanted to go to Clayton was not to prove to Teddy he wasn't scared. He was scared – but more scared of something terrible happening to Helga and Curly than of going into Clayton himself, if that was what it came to.

"Alright, then," Teddy said. "I'll get my car."

"I don't know if this is such a good idea, Arnold," Phoebe said nervously as Teddy walked off.

"I know I'm not coming," Gerald said, shaking his head.

"I think I'll pass, too," Sheena said. Arnold glanced at Lila, knowing that she would agree with the others.

"Well, I'd love to come along," she said with a carefree smile. Arnold's eyes widened.

"You would?" he asked, betraying his surprise like Teddy had.

"Sure," Lila said with a shrug. "It sounds ever so creepy! And that's what Halloween's all about, right?"

"Lila, it could be dangerous," Arnold said. "The only reason I'm going is to stop Helga and Curly – or get them to leave if they've already gone in." He sighed heavily at the prospect of searching the huge old hospital for the two of them.

"What makes you think you can do that?" Rhonda asked sharply, and Arnold turned to look at her. She was standing on the outskirts of their little group, her arms folded over her chest, staring at Arnold with narrowed eyes, which were expertly outlined, Egyptian-style, in kohl black eyeliner.

"I don't," Arnold said quietly. "But I can't just sit back and do nothing when I know they could be in danger." He shrunk a little when Rhonda grinned darkly at his response.

"Oh, how could I forget," she said, "Arnold who wants to save the world."

Arnold looked at his shoes, uncomfortable under her scrutiny. Okay, so he wanted to save the world. Who didn't? He didn't really think that he could, but there was no harm in trying. Was there?

Eugene returned to the group, his arms full of plastic cups containing Rhonda's spiked punch. It looked like a disaster waiting to happen, but he actually managed to hand the drinks out without spilling a drop.

"What did I miss?" he asked with an oblivious smile.

"Here's to saving the world," Arnold muttered to himself, raising his cup a little before downing the punch – sweet and laced with the toxic burn of vodka – in one gulp.

* * *

They rode out to the old hospital in Teddy's sleek black Mercedes, which looked brand new, inside and out. Arnold sat in the back with Lila, and Rhonda was up front in the passenger seat, beside Teddy, who drove. The girls had changed into normal clothes, and Arnold had left his Luke Skywalker costume behind with Phoebe. He looked over at Lila while they drove through the dark streets, which were now empty of young trick or treaters.

"Are you sure you want to do this?" he whispered to her as they drove out of the neighborhood. Teddy was blasting rap music from his high tech stereo, and he and Rhonda were staring straight ahead, not speaking.

"Yep," Lila said, smiling at him. "Arnold, there's nothing to be afraid of," she said, with a little laugh. "There's no such thing as ghosts."

"I know that," Arnold said quickly, embarrassed. "It's just – this place is – oh, forget it," he muttered, looking away from her, out the window. Maybe he was the one being crazy, feeling so paranoid about setting foot inside the old hospital. But to him it seemed like everyone else had turned into pod people – Gerald and the others had been scared, but why was he the only one who understood the gravity of the situation?

"Turn that shit off," Rhonda snapped at Teddy, jamming one of the buttons on the car radio before he could respond. She flipped to a jazz station, and turned the volume down.

"What the hell's wrong with you tonight?" Teddy shot back, glaring at her.

"Nothing," Rhonda mumbled.

"Forgive Rhonda, kids," Teddy said, giving Lila and Arnold a condescending grin from the rear view mirror. "She's a little edgy about loony bins, since her parents almost stuck her in one."

"Go to hell," Rhonda mumbled, looking away from him. Teddy laughed and reached over to touch her shoulder.

"Come on, Rhon, I'm kidding," he said. She didn't look at him. Arnold wanted to ask what he was talking about, but he didn't dare. Instead he just looked at Lila, who shrugged a little, as if to signal that she had no clue what that had been about, either.

When they reached the train station on the outskirts of town they pulled into the parking lot there. The four of them climbed out of the car, and Teddy led the way toward the rusted iron gates of the old Clayton hospital. Arnold looked up at them in the darkness, a cloud moving over the moon as they approached. He shuddered, wanting nothing less than to climb inside. He looked to Lila to see if she'd changed her mind.

"Wow, what an eerie place!" she chirped with a little smile, hugging herself against the cold.

"C'mon, there's a break in the fence over here," Teddy said, leading them over to the broken section.

"You've been here before?" Arnold asked, as Teddy held back the fence so the girls could climb in.

"Sure, a few times for a goof," he said with a shrug, gesturing for Arnold to climb inside. He did, taking a deep breath. Once he was on the other side, Teddy followed him through. The four of them looked ahead, into the darkness. In the small amount of moonlight that was available, Arnold could scarcely make out the weed ridden path down toward the building.

"We should have brought a flashlight," Rhonda muttered.

"I've got one," Teddy said, pulling a black flashlight from the pocket of his baggy jeans. Rhonda frowned at him.

"You carry a flashlight around in your pants?" she asked with a scoff.

"No, but I keep one in the car for emergencies, and I grabbed it when we got out," Teddy said. "C'mon."

He led the way down the tree lined road, and Arnold heard animal noises in the woods as they walked – twigs snapping and small feet scurrying, birds cooing. He looked at Lila again, waiting for her to appear scared. But she just looked back at him and grinned. For once, her smile didn't make him soar with happiness – all he could feel was a sense of dread, as if he was willingly walking toward his demise.

"Look," Teddy said as they came to the clearing that the huge old mental hospital sat in. "I knew it."

Arnold looked ahead, and to his surprise his heart did manage to soar: there were two figures standing up ahead, both holding flashlights. One was blond and one was tall with dark hair – it was them, Helga and Curly!

"Helga!" he called out happily as they made their way through the field. She turned, and when she spotted them the look on her face wasn't her usual annoyance, or even relief that some others had come to join them – she looked frightened.

"I knew it," Teddy said again, as they reached Helga and Curly. "I knew you'd be too chicken to actually do it, Gamelthrope."

"Rhonda," Curly said, staring at her as if mesmerized, seemingly deaf to Teddy's comment.

"Hi," Rhonda muttered, looking at him like she couldn't decide if he was brave or just completely out of line for speaking to her.

"We were just about to go in," Helga snapped in Curly's defense. "We just got here. Curly's car broke down and we had to wait for the train."

"That piece of shit you drive broke down, Gamelthrope?" Teddy said with a laugh. " Boy, that's the shocker of the year."

Arnold looked at Helga, and saw the look of fear on her face replaced with pure loathing, as she stared at Lila.

"What the hell are you all doing here, anyway?" she asked, glaring at Arnold.

"I don't know about everyone else, but I came here to try and get you guys to leave," Arnold said, knowing that his efforts would be fruitless, but giving it one last try.

"Hell no, we're going in," Teddy said. "Right, Gamelthrope?" he added in a sneer.

"Of course," Curly said absently, still looking at Rhonda. She didn't seem to notice him staring at her, though – she was looking up at Clayton. Arnold couldn't believe his eyes, but he thought he saw a little bit of anxiousness in her features. He had never known Rhonda to be afraid of anything – except maybe abject poverty.

"I need a cigarette," she murmured, still looking at the decrepit building. Arnold looked up at it, too, while Curly and Teddy both fumbled in their pockets. He shuddered at the sight of the huge, Gothic structure, its spires and windows shining wickedly in the moonlight.

"Lucky Stripes," Rhonda muttered, taking a cigarette from Curly while Teddy pulled one of his own Marlboros out and stuck it between his lips. Curly offered the pack around – Lila and Arnold shook their heads, but Helga took one.

Rhonda rolled her eyes when Curly whipped out a lighter and held it up for her, but she let him do the honors. Arnold and Lila stood awkwardly while the rest of the group smoked. Arnold watched Helga – she seemed to be faking it; he saw her swallow a cough or two. He knew Curly and Rhonda had both been smoking since eighth grade – he remembered finding out and being scandalized by it – but he had never seen Helga smoke before. He got the impression that she was trying to seem braver, tougher, than she really was. Big surprise, he thought glumly. It was the story of the girl's life.

"So, how do we get in?" Lila asked innocently, looking up at the building.

"There's a broken window on the left side," Curly said, gesturing with his cigarette.

"Well, what are we waiting for!" Teddy said, stomping out his own cigarette and clapping his hands together. "No one's going to chicken out, are they?" he asked, glaring at Curly, who was too busy looking at Rhonda to notice his implied insult. Arnold, meanwhile, looked to Helga. She lifted one of her feet and put her cigarette out against her boot, not meeting his eyes. He walked over to her.

"Helga," he whispered. "Are you sure you want to --"

"Look, buddy," she said through gritted teeth, jerking her eyes up to his. "If you ask me that one more time, fists are gonna fly."

Arnold rolled his eyes. The others began to walk toward the left side of the main building, and Helga followed them. Arnold trailed behind her reluctantly.

"I don't see you trying to stop your precious Lila from going in," she muttered back to him as Curly reached the window and showed Lila how to climb onto a pile of rubble and hop inside.

Arnold's face heated as he realized she was right. Why was the idea of Lila going into Clayton not bothering him? He glanced at Helga, saw that she had pulled the sleeves of her sweater over her hands. Something about her just seemed so much more vulnerable, surprisingly. Lila seemed kind of invincible, but Helga . . .

"C'mon, Arnold," Curly said, making him snap out of it. He saw Helga climb into the window, disappearing into the darkness inside the building, and he realized he and Curly were the only ones who weren't inside yet. Not liking the idea of leaving the girls alone with Teddy, Arnold hurried over.

"Hey," Curly whispered as Arnold put his leg up on the windowsill. "Did Rhonda know I would be here?" he asked with a hopeful little grin.

"Um, yeah, actually," Arnold muttered, before turning to duck inside. He marveled about how Curly could still be pleased to see Rhonda, even when she'd shown up with her boyfriend. It reminded him a little of his years of hopeless longing for Lila – but tonight, he thought as he hopped down into the dark building – tonight she was alone.

Arnold stumbled when he got inside, everything dark except for the beams of Helga and Teddy's flashlights. He braced himself against someone's arm, and when he straightened up he realized it was Helga's. He also realized that he didn't want to let go, but when she gave him a dirty look, he did.

"It smells like crap in here," she said, making a face.

"That would be the pigeons," Curly said, making Arnold jump a little when he appeared suddenly behind him. Helga snickered at his reaction.

The six of them stood huddled in the middle of the small room they were in for a few minutes, shining their flashlights around and letting their eyes grow accustomed to the darkness, which was more complete inside. The room they were in had nothing in it but broken glass, and a single chair sitting eerily in one corner. There was graffiti all over the walls.

"This looks like it was a patient's room," Curly said quietly. He shined his flashlight on a door that led out into a long, narrow hallway, which they couldn't see the end of. "Let's try to find the cafeteria," he said quietly, and everyone began inching narrowly toward the door.

"Why the cafeteria?" Lila asked.

"Because that's where this janitor who was murdered here in the seventies died," Curly explained. "We're trying to communicate with his spirit."

"Oh my God, you are nuts," Teddy muttered, walking ahead of the group. Lila followed him, looking around curiously at the writing sprayed on the walls. Next was Rhonda, who had her arms folded tightly over her chest and seemed apprehensive. Curly followed her, shining his flashlight in front of her feet so she could see where she was walking. Helga was behind him, and Arnold brought up the rear – he couldn't stop looking behind him as they walked, and found himself wishing he had a flashlight. He quickened his pace a little so that he was walking beside Helga.

"This is weird," he whispered. He expected her to call him a baby for being scared, but instead she just glanced at him in silent agreement. He noticed that the beam of her flashlight was unsteady – her hand was shaking.

They came to the end of the hallway and it looked like they were in what was once the front lobby of the old hospital. There was a grand staircase in the middle, which split into two sections at a landing that sat beneath a giant picture window. The window was dirty and broken in places, but through it they could see the light of the full moon, which had come out from behind the clouds.

"The cafeteria is probably this way," Curly said, walking toward another narrow hallway that led from the lobby to the other half of the building. But Teddy ignored him, heading for the stairs.

"Did you guys just hear something?" he asked, taking a few steps up toward the landing. Everyone was still for a moment, and there it was: the scrape of footsteps from the third floor. Arnold looked up at the ceiling, his heart racing – there was someone – something – up there.

"It's probably just a rat or one of the pigeons," Lila said lightly, not appearing scared at all. She started to follow Teddy up the stairs.

"Wait," Rhonda said quietly, frozen at the bottom of the stairs. But Teddy and Lila just kept continuing up.

"It's okay," Curly said, walking over to Rhonda. "The only harmful spirit in this area vacates on All Hallow's Eve."

"Whatever," she muttered, hugging herself.

"Here," Curly said, taking off his pea coat and draping it around her. "You look cold."

"Thanks," Rhonda mumbled, sliding her arms into the sleeves and following him as he started to head up the stairs.

Arnold and Helga looked at each other.

"Want to get out of here?" Arnold asked, his heart thudding in his throat.

"We can't just leave them," Helga said, putting one foot on the staircase. "I have a bad feeling," she added, swallowing.

"Me too," Arnold said, following her up the stairs. Something was off. He couldn't put his finger on it, but he knew that going up the stairs, heading toward the location of the noises they'd heard, was a bad idea.

The stairs creaked in places as the six of them ascended. When Arnold and Helga reached the second floor, the other four were waiting. Teddy was shining his flashlight on a broken elevator shaft.

"Careful," Teddy said, shoving Curly toward the gaping hole where the elevator doors had once been. Curly stumbled a little and fell against the wall. He dropped his flashlight when he fell, and it tumbled noisily down the elevator shaft, smashing loudly when it reached the first floor.

"Stop it!" Arnold shouted.

"That's dangerous, Teddy!" Lila added indignantly. Teddy's cruel laugh echoed through the hall, and Arnold suddenly realized where some of his bad feelings might be coming from: maybe the most dangerous thing inside Clayton was this idiot they'd brought in with them.

Helga helped Curly up, and Teddy headed off down a hall that branched off toward the right. Rhonda hung back and stayed close to Curly and Helga, who brought up the rear. Lila marched ahead, and Arnold followed her. She didn't have a flashlight, and he didn't want her to have to rely on Teddy if the group somehow got split up.

"Are you alright?" he asked her.

"I'm fine, Arnold," she said with a little laugh.

Teddy stopped at a doorway along the left wall, and walked inside. Arnold and the others followed him in, and they found themselves in what looked like a men's washroom – there were a few old bathtubs on the floor, and shower heads poked out of the far wall.

"Do you hear something?" Helga asked, and Arnold started, realizing she was standing right behind him. She pressed closer when the whole group quieted down enough to hear a strange, rushing sound coming from nearby.

"Is that the wind?" Rhonda asked. Arnold could hear a shake in her voice.

"No," Teddy said, walking ahead, toward a doorway that connected to the washroom. " It's coming from in here."

"Teddy, don't!" Rhonda called, her shrill scream echoing all around the tiled room.

"Whoa," Teddy said, once he'd made it to the doorway and peeked inside. "Check it out." Lila jogged over and peered around him, a little gasp issuing from her throat as she did.

"Oh, wow!" she said. Arnold and Helga glanced at each other and then slowly made their way over. Lila and Teddy moved out of the way so they could see into what looked like a bathroom – there were urinals along one wall, and a long row of sinks along the other.

And every one of the sinks was turned on at full blast.

"What the hell is going on?" Arnold said, stepping back. He heard Helga's breath catch, and then felt her grab his arm.

"What is it?" Curly asked, walking up behind them. Rhonda was still standing in the middle of the washroom, Curly's pea coat wrapped tightly around her.

"The sinks," Lila said, pointing. "Who could have done this?"

"The janitor!" Curly said happily, his face lighting.

"Or some crazy psycho who hacks up kids who come poking around here on Halloween," Teddy suggested gleefully.

"I want to go home, now!" Rhonda shouted, making them all turn.

"Oh, relax, Rhon," Teddy said, waving a hand at her. "I was only kidding."

"Want me to walk you out?" Curly asked, rushing back over to her.

"Um, yeah right, Gamelthrope," Teddy said with a dark scoff, stomping over to Rhonda himself. "Speaking of psychopaths, there's no way I'm leaving my girlfriend alone with one." He threw his arm around Rhonda, but Curly didn't step back.

"If you want to leave I'll take you," he said again, looking at her.

"Did you hear what I said, Gamelthrope?" Teddy asked, shoving him hard. "Or are the voices in your head too loud?"

Curly stumbled backward. Rhonda buried her face in her hands and moaned.

"This was a stupid idea," she said, shaking her head. Arnold felt like saying 'I told you so,' but bit his tongue. He felt Helga's hand tighten on his arm, and looked to her. Her face had gone white and her eyes were wide.

"What's wrong?" he asked, and she turned to look at him slowly.

"Listen," she whispered. Arnold tried to, but all he could hear was Curly and Teddy sniping at each other.

"Shut up, you guys!" he shouted, and when everyone was quiet, he heard it – loud scraping sounds, coming from directly above them. Whatever was making the noise was definitely bigger than a rat or a pigeon. Helga issued a little unconcious whimper and curled against Arnold. He put an arm around her and looked up, goosebumps rising all over his skin.

"We've got to get out of here, now," he said, looking to the others.

"No way!" Teddy said. "You weirdos wanted to see a ghost – let's go check it out!"

"Wait," Curly said, turning around the room. "Where's Lila?"

"Oh, crap," Teddy muttered, shining his flashlight behind Arnold and Helga, where Lila had been standing before. They turned, and Helga searched with her flashlight, too, her hands shaking harder than before. Arnold had one of hers clamped tightly in his own, as a terrible sense of doom rose through him.

"Oh my God," Helga whispered, when Lila was nowhere to be seen.

"Listen," Curly said, coming up behind them. Arnold tried to hear what he was referring to, but all he heard was humming silence. Then he realized:

The sinks. Someone had turned them all off: the sound of rushing water was gone.

And so was Lila.

* * *

A/N: The concluding chapter will follow soon! 


	3. Chapter Three

A/N: One of the reviewers of the last chapter asked me why Helga and Phoebe were no longer friends. That's an important point that I should have made sooner; I've addressed it in this chapter. Keep the feedback coming, and have a great Halloween, everyone!

* * *

Chapter Three

Arnold felt a terrible chill drop from his shoulders to his feet. He held on to Helga like an anchor as his eyes scanned the room desperately – but Lila had disappeared.

The five of them who remained huddled together in the middle of the now silent washroom, staring at the dark room that held the sinks – the sinks that had been turned off by something that lay within that room.

"No way," Teddy was whispering, and Arnold noticed that even he seemed scared. "No way – she's playing a trick on us."

"Lila?" Curly called. They heard footsteps from the dark bathroom and the five of them let out a collective gasp.

"Something in there has her!" Rhonda screamed.

"Lila!" Arnold shouted, letting go of Helga and walking forward a little. His heart was racing so madly that he felt like he'd collapse, but he wasn't about to stand by and let whatever was in there hurt Lila.

"Yes, Arnold?" she said, appearing suddenly in the doorway of the dark room. Arnold screamed, and he heard the girls scream behind him. Lila jumped back a little, and then laughed.

"Whatever is the matter?" she asked sweetly.

"Where were you?" Arnold asked, grabbing her shoulders, as if to make sure she was real. She was solid under his grip, and looked a little quietly perturbed at his forwardness.

"I was just turning those sinks off," she said innocently, walking out of Arnold's grasp. "It was such an awful waste of water."

"Oh my God," Rhonda mumbled, and Arnold could hear in her voice that she felt like slapping well meaning little Lila. For once in his life he could understand why Helga found her obnoxious. He groaned to himself. Teddy laughed.

"Oh man, that was awesome," he said. "Did you hear Rhonda? '_Something's got her_!'" he said, imitating Rhonda.

"Leave me alone," Rhonda grumbled, inching closer to Curly, who put a reassuring arm on her back.

"I told you not to worry," he said. "There are no harmful spirits here."

"Get your hands off her, freak," Teddy snarled.

"Stop trying to tell everyone what to do!" Rhonda snapped back, surprising everyone. Helga groaned and walked back toward the hallway. Arnold followed her.

"Wait," he said, catching her arm as she headed down the hall. "Where are you going?"

"I'm leaving," she said, yanking her arm out of his. "This is lame."

"You can't just go by yourself," Arnold said. "Let me get Lila and the others --"

"Why don't you just stay here with Lila?" Helga shot back. "She certainly seems to be having a blast. And you people call me the freak!"

"I've never called you a freak!" Arnold said, getting angry now. Back in the washroom he could hear Rhonda, Curly and Teddy yelling at each other.

"This is a disaster," Helga said, shaking her head.

Then they heard it. Right above their heads, coming from the third floor – a sound like someone had dropped a boulder. Dust floated down onto their heads from the ceiling. Helga immediately abandoned her stubborn attitude and leapt to Arnold, grabbing onto his shirt. He put his arms around her, alarms going off in his head – every instinct in his body was telling him to get out of Clayton, and fast.

"We're done for," Helga whispered, looking up at Arnold as they heard heavy footsteps pounding the floor above them.

"Don't say that," he whispered back. But he felt it, too -- something bad was about to happen, and there was nothing they could do to stop it.

The others raced out into the hall, Teddy in the lead. Rhonda, who had looked like she wanted to kill Lila a few minutes ago, was now gripping onto the other girl's arm as if for dear life. Curly brought up the rear, frowning curiously at the ceiling and still not appearing frightened. Teddy didn't look scared, either – Arnold realized, with a sick feeling in his gut, that he was racing for the stairs to the third floor.

"Are you insane?" he screamed.

"Teddy, stop!" Rhonda yelled, as the rest of the group came to the foot of the enormous staircase and watched him jog up.

"C'mon!" Teddy called back down. "This is what we came here for, right?"

"He's right, though I hate to admit it," Curly said, following him up. "This is the presence we have sought."

"Curly, don't!" Helga said, taking off after him. Arnold raced after her, knowing he had no other choice. He heard Lila dragging Rhonda up behind him.

When he reached the third floor, he saw that places in the ceiling had rotted away – through one of the holes he could see the moon, shrouded in clouds. He thought of his skylight at home, and hoped that he would see it again. Ahead of him, Helga chased Curly down a long hall that branched off to the left. As Arnold waited for Lila and Rhonda to catch up, she disappeared into the darkness. But he could see Teddy down at the far end of the hall – or at least, what he assumed was Teddy. Someone was standing against a wall that was washed in a strange, greenish light.

"Be careful," he warned Rhonda and Lila. "The ceiling is falling apart."

"Why are we doing this?" Rhonda asked, near tears.

"I think we should go, Arnold," Lila said, putting a reassuring arm around Rhonda. " Something doesn't feel right."

_Where was that realization an hour ago??_ Arnold wanted to scream.

"I'm going to get the others," he said instead. "You two wait here."

"Hell no!" Rhonda shouted. "We're coming with you. Haven't you seen any slasher movies? The worst thing to do is split up!"

Arnold wanted to tell her that they weren't exactly in a slasher movie – but he did feel like this was unreal, and he couldn't guarantee that they weren't in that sort of danger. So he just gestured for them to follow him as he took off down the dark hallway.

"Helga?" he called as the three of them made their way through the darkness, toward the eerie glow that he now realized was coming from one of the rooms on the left side of the hallway. Before she could answer him he bumped into her back, making him jump, and Rhonda and Lila, who were right behind him shrieked a little in response.

"Helga," he said, putting his hands on her shoulders. She was staring straight ahead. Curly was not far in front of her, also staring – they were both looking at Teddy, who was still frozen against the wall.

The expression on Teddy's face made Arnold feel nauseous. His eyes were bulging out of his skull, and his mouth was twisted in shock and horror. He looked pale and zombie-like in the green glow that was coming from the room he was staring into.

"Teddy?" Curly said cautiously. Arnold heard someone let out a sob behind him, and guessed that it was Rhonda. Helga backed up against him and he wrapped his arms around her, but he was shaking just as badly as she was.

Curly began to walk forward slowly. Arnold could see that he was now afraid – whatever had transfixed Teddy didn't seem to be one of the friendly spirits he had been looking for. He took slow steps toward the room Teddy was staring into.

"Curly, don't," Helga said, her voice barely audible. As he reached the doorway she turned and pressed her face against Arnold's neck, unable to look. He cradled her as best he could, but he didn't really want to look, either.

When Curly peered into the doorway his mouth fell open and he jumped backward, landing against the wall like Teddy had. He sunk to the floor, his gray eyes wide and watery in fear.

"What is it?" Arnold asked, as the other two girls grabbed his arms and stood, shaking, against him. Helga looked up a little and turned her head.

Curly didn't answer, but they didn't have to wait long to find out. Out of the glowing room walked an indistinct figure in a white lab coat, and then another. The two apparitions had old-fashioned goggles and surgeon's masks where their faces should have been, and they walked with their arms outstretched. As Rhonda's scream pierced his eardrums and Teddy fainted to the floor, Arnold realized what the terrible figures were reaching for: Curly.

"N-no," Curly muttered weakly as one of the things grabbed for him. "Noooo!" he screamed more loudly as the other snatched his arm and began dragging him toward the room.

"No!" he screamed, trying to fight them. "Help me!"

"Arnold, do something!" Rhonda pleaded tearfully as the two figures dragged the kicking and screaming Curly into the glowing room. Arnold felt like he couldn't move, he was too shocked and terrified. But he knew he had to, though he had no idea what he could do to help. He let go of Helga, and felt the other girls' arms slide away. He stepped over Teddy and walked to the room. The glow from the strange light inside blinded him for a moment, and then, when he could make out what was going on inside, he almost dropped to the floor in horror like Teddy had.

It was a room used for electro shock therapy, and it had been brought back to life by the monstrous things in lab coats that were trying to get Curly onto the table where the patients were shocked. Greenish examining lights shone from the corners, and a tray loaded with leather binders was placed beside the table.

"STOP! HELP ME!" Curly was screaming, trying to fight the figures, but they were strong, and they held him to the table.

"Hey!" Arnold screamed, his voice coming out in a terrified croak. The apparitions didn't even look up. "Let him go!" he cried, running toward Curly, but one of the creatures reached up and pushed him easily away. Arnold skittered across the floor, and when he looked up he saw the other figure moving toward a cobweb-covered switch on the wall.

_There's no way it could still work_, Arnold told himself frantically, struggling to stand on his shaking legs. But if the water still worked . . . the power might . . .

Just as he prepared to run at the figure that was now grasping the switch, someone else streaked in front of him. Arnold jumped back in terror, and then he realized who it was: Lila. Lila was running toward one of the ghosts.

"Lila, no!" he screamed as she reached for the thing. But she didn't stop – she just reached up, grabbed the goggles, grabbed the surgeon's mask, and pulled away – a ski mask.

Arnold froze, standing in confusion. Helga and Rhonda were standing in the doorway now, and Curly had managed to roll off the examining table and was lying, huddled and breathing in choking gasps, on the floor.

And the "ghost" that had been about to throw the switch was staring around the room at them with a grinning human face – a face they recognized. It was Lila's boyfriend, James.

"James!" Lila screamed, throwing the ski mask down in fury. "I knew this couldn't be real, but – you?" She backed away from him, looking horrified.

"Oh, come on," the other figure said, taking off his mask and goggles. Arnold recognized him as one of James's friends from school, Carter Bishop. He was grinning, too, as if they were all having a great time. "It was just a prank," he said, looking to James and sharing a little laugh.

"You assholes," Helga said from the doorway. She and Rhonda, who was still staring, dumbstruck, into the room, both had tears on their cheeks.

"Lighten up, Pataki," Teddy said, coming up behind she and Rhonda with a giant grin on his face. "That was the greatest gag of all time," he said, going around the room to give Carter and James high fives.

"You did this?" Rhonda asked quietly.

"Hell yeah," Teddy said, smiling at her. "It was all my idea. Pretty brilliant, huh? I figured Gamelthrope could take a little joke," he said, looking to Curly, who was still sitting on the floor, his eyes wide and unfocused. "Guess I was wrong!" he said with a laugh. James and Carter cracked up, too.

"You're terrible!" Lila said, pushing James off when he tried to put an arm around her. "That wasn't funny at all!"

"Hey," Rhonda said, kneeling on the floor in front of Curly and looking down into his stricken face. "Hey, it's okay."

"Oh, c'mon, Rhonda," Teddy said, leering at her as she put a comforting arm around the shaken Curly. "Give me a break – the freak will get over it."

"Stop calling him a freak!" Rhonda screamed at him. "You're the freak – nobody normal would do this to someone!"

"What's the big deal?" Teddy asked. "The little shit deserved a good scare. I'm sick of him staring at you all the time, it's disgusting. And look at the way you feed his pathetic fantasies," he added with a sneer, gesturing to Rhonda as she cradled Curly protectively.

"It's none of your business whose fantasies I feed anymore," Rhonda snarled at him. " I never want to see you again."

"Oooh, Teddy, she's leaving you for the lunatic!" Carter said with a laugh.

"Yeah, right," Teddy said, scowling down at Rhonda. But Rhonda didn't look up at him, she just whispered something to Curly, who nodded glumly.

"Give me a break, Rhon," Teddy said, walking over to where she and Curly were huddled on the ground. "Come on, let's get out of here."

"Leave her alone," Arnold said, grabbing Teddy's arm before he could reach down for Rhonda. Teddy reared up and stared down at Arnold. Arnold swallowed heavily. Teddy was a couple of heads taller than him.

"What are you going go do about it, shorty?" he asked with a scoff.

Arnold knew he should just turn around and leave with Helga and the others. But then he thought about how scared Curly had looked when the boys had him on the table, about how much he'd already been through because of school bullies like Teddy.

And so, in response to Teddy's query, he reeled back and punched him in the face. He heard Helga and Lila gasp in surprise when he did, and Teddy stumbled backward, so shocked that little Arnold would do such a thing that, for a moment, he didn't seem to know how to react.

"You're dead," Teddy said, with a sick little laugh, when he had regained his composure. He pushed Arnold hard, and when he fell he landed in the arms of Carter, who caught him from behind. Carter held him while Teddy reached back to return his punch to the face.

"Wait!" Helga said, rushing between Arnold and Teddy.

"Get out of the way, Pataki," Teddy said, shoving her aside. "You can't save your little boyfriend."

Arnold watched Helga stumble away, and became so furious that, without thinking, he kicked Teddy, who was standing in front of him, squarely in the stomach. Teddy doubled over, and Arnold heard Rhonda snicker a little from the floor. Arnold yanked his arms out of Carter's grasp and stood over the hunched Teddy.

"Leave my friends alone!" he said, and as he spoke Carter grabbed him again, twisting him over and pulling hard on his arm. Arnold yelped as pain rushed from his shoulder to his neck.

"Stop it!" Helga shouted. "I smell smoke!"

Everyone froze for a moment, even Carter, who let go of Arnold.

"Oh, God," Lila said, moving toward the doorway. "I smell it, too."

"You're not getting away that easy," Teddy said with a groan, standing.

"No," Arnold said, holding up his hands. "I think the building's on fire."

"My flashlight," Curly said weakly.

"That's right!" Lila said. "It broke when Teddy pushed you."

"Yeah, right," Teddy snarled. "You're just trying to get away," he said, jerking his eyes to Arnold's.

"Shit, Teddy, I smell something, too," James said, moving toward the door.

"Me too," Carter said warily.

Arnold looked to Helga. He walked to her, grabbed her hand, and pulled her out into the hall. The others followed them, with Teddy and his two friends trailing behind.

"Let's just get out of here," Rhonda said, walking with her arm around Curly, whose face was still white. As they padded down the stairs to the second floor, Arnold realized Teddy, James and Carter were no longer following them. He didn't really care, but when he reached the second floor and realized the seriousness of the situation, he hoped that even those three jerks would be able to get out of the building.

Because, as they could see from the top of the stairs, the entire first floor of the building was on fire.

"Oh, God!" Rhonda screamed. Black smoke drifted up the stairs, and they all began coughing as it reached them.

"How do we get out?" Helga asked, her voice panic stricken.

"We'll have to find a window and jump," Curly said.

"But the windows downstairs had bars on them!" Lila reminded them.

"We'll find something," Arnold reassured them, feeling doomed. They headed back toward the dark hallways that led away from the stairs, and as they started to go toward the left to search the rooms for an escape route, a voice from the other side of the floor stopped them.

"Wait!" someone called, and a teenage boy jogged over to them. He had brown hair and was wearing a gray jumpsuit. "There's a way out over here," he said, flicking his head toward the right branch of the long hallway.

"Who are you?" Rhonda asked.

"I used to work here," the boy said. "I know my way around. Hurray!"

With the flames from the first floor in sight, the five of them didn't give it much thought. They followed the strange boy through the hall, choking a little as they went, as the second floor was beginning to fill with thick smoke.

"This way," the boy said, making a right at the end of the hall. He led them to an old fire exit, opening it and holding it open. Arnold stepped outside and saw a cement staircase on the outside of the building, which led down to the ground. He helped the boy hold the heavy door while Lila, Rhonda, Curly and Helga walked past them and down the stairs.

"Come on," Arnold said to the boy, starting to follow his friends down.

"No," the boy said. "I have to go see about my girl. She's waiting for me in the cafeteria." Arnold frowned, confused, as the boy started to slip back inside the door.

"Wait!" Curly said suddenly, whirling around on the stairs. The boy stopped, and looked down at him.

" She's not in the cafeteria," Curly called. "She's in her room!"

"Oh," the boy said calmly. "Thanks." And with that, he let the door shut, disappearing back into the building.

"Curly, what are you talking about?" Arnold shouted, lingering on the landing. " He can't go back in there – the building's about to collapse!"

"It doesn't matter, Arnold," Curly said flatly. "He's already dead."

"Let's just go, please!" Lila screamed from the bottom of the stairs, before Arnold had a chance to react to that statement. He and Curly jogged down the stairs and met the rest of the group at the bottom, and the five of them ran from the building. Just as they reached the dirt path that led back to the main road, Arnold heard a terrible crashing sound behind him, and turned, along with everyone else, to see the old hospital crumbling in on itself, devoured by the flames. The sounds of breaking glass and cracking wood filled the still, night air.

"I've got to get out of here," Curly said suddenly. "If the police show up . . .," he trailed off. Everyone in the group knew what would happen to him if he got into any trouble with the police.

"What about James and the others?" Lila asked, looking back to the burning building with a wary expression.

"Look," Rhonda said, nodding back toward the field. James, Teddy and Carter were standing on the left side of the building, whooping and hollering as the old hospital burned, as if they were partying at a bonfire.

"What a bunch of idiots," Helga remarked.

"Let's go," Arnold said, beginning to jog toward the main gates as he heard sirens in the distance. The others followed, and they made it out of the break in the chain link fence before the police and fire trucks arrived. Already out of breath beyond measure, they ran all the way to the train station, where they climbed inside a broken window and hid in the old ticket booth.

The five of them crouched in the dark as they heard the police arrive. Rhonda had her arms around Curly like she would never let anyone lay a finger on him again, even a policeman. Arnold felt someone reach for him in the darkness, and assuming it was Helga, leaned back against her. But then he realized it was Lila who was clinging to him. He felt a strange little pang of fear when he realized this, instead of the happiness he might have expected. He was afraid Helga would see.

But it was too late: she was sitting apart from the group, looking at Arnold and Lila. When Arnold met her eyes, wishing he could silently explain that he hadn't meant to snuggle up to Lila, she looked quickly away.

Outside the ticket booth, they heard the police shouting to each other, and heard their shoes walking heavily over the wooden floorboards of the station.

"Get the tags on that car in the parking lot," one of them barked.

"Sir, there are some kids up ahead at the gate," another yelled back.

"Arrest them!" an officer answered. Pretty soon they heard the protestations of Teddy and the other two boys as they were dragged into squad cars for committing arson.

"Do you know who my father is?" Teddy was screaming.

"Whoever he is, I hope he can afford a couple million dollars of damage to these woods," an officer shot back. Arnold heard Rhonda snicker quietly against Curly's shoulder. Curly still looked pretty out of it, though. Arnold wondered if he'd even noticed yet that his dream girl was holding him, that her cheek was pressed to his.

Arnold looked over to Helga, who was sitting across from him in the dark, dusty booth. She had her knees pulled up to her chest, her chin resting on them. He found himself wishing that he could go to her and pull her into the safety of his arms, like Rhonda had with Curly. He couldn't figure out why he suddenly wished Lila would move away from him so that he could be free to go to Helga. He couldn't put his finger on the point in time when his feelings for both of them had changed, but he was sure of it, now. He wanted to be with Helga Pataki. After all the unbelievable events of the evening, it suddenly didn't seem so strange anymore.

"It's almost midnight," Rhonda said after a little while, glancing at her watch. "We better get out of here if we want to catch the last train back to town."

"Okay," Arnold said, standing up a little and peeking through the broken window. He saw that the iron gates that led to Clayton had been knocked over so that the fire trucks could get through. He could still see the red and white glow of their lights far off in the woods, and could also see a huge pillar of smoke rising up into the night sky. But he couldn't see any police officers hanging around the station. Still, he knew they wouldn't be far away, and that they would have to be cautious when they left the booth.

"Let's wait until we can hear the train," he said, ducking back down. Rhonda nodded.

"Curly, are you alright?" he asked, and Curly lifted his head a little to look at him.

"I don't think so," he said, his voice uncharacteristically timid. "I think I need to throw up."

"C'mon," Rhonda said, standing and helping him up. She took him to the back of the booth, and Arnold could him hear getting sick when they were gone. He looked over to Helga, but she'd put her head down on her knees now, her blonde hair falling over her folded hands. He opened his mouth to ask her if she was okay, but before he could, Lila squeezed his shoulder and spoke.

"What an awful trick," she whispered. "I can't believe James was in on it. I feel like I don't know him at all!"

"Yeah," Arnold said absently, sighing. He had no trouble believing that James could do something like this – he couldn't help but think that Lila wasn't the best judge of character.

"Arnold, you were so brave," she whispered, inching closer to him in the dark. "I typically don't like violence, but Teddy deserved it. I – I was ever so impressed with you," she admitted.

Arnold turned to look at her. In the moonlight through the broken window, she was just as beautiful as she had ever been. And for the first time she was looking at him like he was someone special, and not just good old Arnold, the boy who was infatuated with her.

He looked away from Lila when he heard the sound of a train clamoring toward them on the tracks. He stood, helping Lila up, and went to Helga, but she was already standing, and refused to look at him. She walked past he and Lila and climbed out onto the platform. Rhonda appeared from the back of the booth, still walking with her arm around Curly.

"Let's get out of here," she said, breathing a sigh of relief at the sound of the approaching train.

They paid for the ride back to town with money Rhonda had in her purse, and found seats in the fourth car on the mostly empty train.

"You kids out for some Halloween fun?" the conductor asked with a smile when he came to take their tickets. They gave him looks that said clearly said: _don't ask_.

Rhonda sat with Curly still tucked under her arm – he seemed to have finally realized who was trying to comfort him, and he rode with his face pressed between her neck and collarbone, his weary eyes closed, one arm draped across her lap. Arnold watched them, sitting across the aisle with Lila and Helga, on a bench seat that faced theirs. He was happy for them – he knew Curly was still shaken up by what had happened, but he suspected that he would be okay, with the help of a little tenderness from the girl he'd been in love with since they were kids.

Meanwhile, though, he was feeling rather sorry for himself. He had screwed things up with Helga without even trying – when they had been inside Clayton he'd thought he felt her opening up to him a little: the way she had backed into his arms, the way she had clung to him when she was frightened. But now she sat as far away from him as she could get, looking away, out into the aisle. Arnold knew why – it was because Lila was sitting next to him, her shoulder pressed against his, offering him coy little smiles every few minutes. Arnold didn't know what to do – he didn't want to hurt her feelings, but he knew he was hurting Helga's, in the meantime. He couldn't believe that he was trying to figure out how to let Lila down gently – just a few days ago he would have been bursting with happiness just to sit beside her like this.

Or would he have? Maybe Lila was more fun as a fantasy than a reality.

When the train pulled into the Hillwood station, the five of them got off. They walked quietly down through the neighborhood, until they came to the Laundromat that Curly lived above.

"Are your parents still gone?" Helga asked him.

"Yeah," Curly muttered glumly. "They won't be back from Vermont until tomorrow."

"I don't think you should be alone tonight," Arnold said. "Why don't you come sleep at my house?"

"Thanks, Arnold," Curly said, offering him a tiny smile.

"I'm coming, too," Rhonda said.

"But --" Arnold began, not knowing how his grandparents would feel about a girl spending the night in the boarding house.

"I'm not leaving him," Rhonda said sharply, cutting him off. "And my parents will never notice – they'll be totally wasted from the party." Arnold didn't feel like arguing with her, so he just shrugged and walked on to Lila's house, which was also on the shadier side of town, just three blocks from the boarding house.

"Goodnight, everyone," Lila said sweetly, when they reached her stoop. She smiled at Arnold. "I'll see you in school," she said to him.

"Yep," Arnold said, eager for her to leave so that he could talk to Helga. Lila turned and went into her house, shutting the door behind her.

They walked on toward the boarding house, Arnold walking beside Helga, who still wouldn't look at him.

"Do you want to come over, too?" he asked.

"What for?" Helga asked with a scoff, letting her hair fall over her face.

"Just to hang out, maybe eat some candy, and talk," Arnold said, feeling his cheeks heat.

"Sounds lame," Helga grumbled.

"Right," Arnold said, his heart sinking. _You knew this would hurt_, he told himself. But he hadn't been able to stop it – he'd fallen for Helga anyway.

They came to the boarding house, and Curly and Rhonda went inside, while Helga stomped on down the sidewalk.

"I'll be right in," Arnold called, before trotting off after Helga. He caught up with her and grabbed her arm, but she shook him off violently.

"Will you leave me alone!" she said, glaring at him.

"I'm not letting you walk home by yourself after midnight!" Arnold said, hurt by her vicious attitude.

"Why the hell not?" Helga asked.

"Because I care about you!" Arnold screamed, fed up. Helga looked a little stunned at his outburst, and stood with her arms folded over her chest, staring at him. He couldn't believe it, but she actually seemed to be at a loss for words.

One of his neighbors opened her bedroom window and shouted down at them, telling them to be quiet.

"Halloween's over!" she called, before slamming her window shut again.

"See, Arnold," Helga said quietly. "Halloween's over."

"That doesn't mean . . .," Arnold began, but he trailed off when he realized he didn't know how to say what he was thinking. Halloween may have been over, but that didn't mean the feelings that he'd developed for this difficult girl would end.

"Please just come back and talk to me for awhile," Arnold begged.

"Won't your new girlfriend be jealous?" Helga asked, still guarding herself.

"Lila is not my new girlfriend," Arnold said.

"But it's your big chance!" Helga said, throwing out her hands. "Everyone knows you've been in love with her for years! Tonight she actually seemed interested in you."

"Only because I wasn't acting like myself!" Arnold said, realizing it as he spoke. "She was impressed by the fact that I punched Teddy, which is not like me at all. If she wants to be with me because she thinks I'm someone I'm not, then, well, I don't want to be with her."

"Are you disappointed?" Helga asked, after a pause.

"No," Arnold said. "I'm over Lila. I was never _in love_ with her. I just had a crush."

"Yeah, right," Helga said with a little laugh, looking at her feet.

"Helga, please," Arnold said. "Come back to the boarding house."

"What for?" Helga asked again, more docile now.

"Because," Arnold said timidly, unable to look at her. "Because – I can't really explain why – but – I don't want you to go."

They were both silent for a moment after that. Arnold stared at his shoes.

"Alright," Helga said quietly, taking a step toward him. "My parents will never even realize I'm gone."

They walked back to the Sunset Arms, and Arnold bolted the door behind them once they were inside. They found Curly and Rhonda on the couch in the common room, leaning against each other and munching from the bowl of leftover Halloween candy.

"You guys want some sodas?" Arnold asked, as Helga sat down in front of the couch, leaning back against it. Curly and Helga nodded.

"Do you have diet?" Rhonda asked.

"Uh, I don't think so," Arnold said.

"Oh, what the hell," Rhonda said, popping another miniature Snickers bar into her mouth. "It's been a long night. I'll splurge."

Arnold grinned, and went to the kitchen, returning with four cans of Coke. He also brought in some chips and salsa and some leftover pizza that had Ernie's name on it – he'd pay him back later, he was too hungry to care now.

"Thank God, I'm starved!" Helga said as Arnold laid the spread out on the coffee table. The four of them gathered around and dug in, and as they did, a cozy, comfortable feeling began to settle over Arnold. They had made it out of Clayton, and here they were, safe and sound. He smiled over at Helga as she popped a chip in her mouth. She gave his shoulder a little push and smiled back.

"Part of me is a little disgusted with myself," Rhonda said, putting down the slice of pizza she was eating to have a sip of her soda.

"Why?" Helga asked.

"The junk food," she said, gesturing down at the pizza she was eating. "I'm anorexic," she clarified plainly, taking another bite.

"You are?" Curly asked with concern.

"Well, I don't starve myself anymore, obviously," Rhonda said. "I had to go to treatment. That's where I was last summer. It was terrible, but my parents threatened to send me to a mental hospital if I didn't get help. I'm a recovering anorexic now, I guess you could say."

"Whoa," Helga muttered. Arnold was surprised, too, with how candid she was being. Rhonda was always blunt, but she rarely revealed anything so personal about herself.

"So that's where you were last summer," Curly said thoughtfully. "I missed you."

"Missed me?" Rhonda said with a laugh. "But we've barely spoken since grade school."

"I know," Curly said quietly, a little embarrassed. "I still missed you."

"You are too cute," Rhonda said, leaning over to kiss him on the cheek. Curly grinned. Helga and Arnold looked at each other and raised their eyebrows, tried not to laugh. Rhonda was actually being nice to a guy – who would have thought Curly would be the one to finally win her over? When they were kids Rhonda used to find his obsessive behavior obnoxious, not cute. Arnold liked to think that she'd seen past his strange and awkward exterior and had come to appreciate him for who he was, but he was pretty sure the fact that Curly had grown up to be reasonably handsome had at least a little something to do with it.

"So that's what Teddy was talking about in the car," Arnold said.

"Yeah," Rhonda said. "He teased me about it. I think the reason I've been so miserable for so long is that I've surrounded myself with people like him. I miss Nadine," she said wistfully.

"You miss bossing her around," Helga said, smirking.

"Oh, like you don't miss bossing that little Asian chick around," Rhonda shot back. " What was her name? Penelope?"

"Phoebe," Helga said, rolling her eyes. "And I do miss her. And not just bossing her around – though, hey, that was fun."

"Why did you and Phoebe grow apart like that?" Arnold asked. He remembered Phoebe's words from earlier in the evening, how she had spoken kindly of Helga.

"One word," Helga muttered, looking down at her pizza. "And it starts with a 'G'."

"Gerald," Arnold said. "You stopped hanging around Phoebe because she started going out with Gerald?"

"I just couldn't take it," Helga said, picking a pepperoni off her pizza. "All the smooching, and the dove eyes, the hand holding. And suddenly she didn't have that much time for me anymore. I guess she tried, but I was so freaked out by the fact that she had a boyfriend, I pushed her away before she could do the same to me."

"Yeah, you're kind of bad about that," Arnold muttered. Helga gave him an annoyed look. "But I know what you mean," he said. "They're both my friends and I'm glad they're together, but sometimes it's pretty obnoxious."

"You're just jealous," Rhonda prescribed sweetly.

"I am not!" Arnold said, though of course she was right.

"Yes you are," Rhonda answered calmly. "You need a girlfriend, Arnold. And you need a boyfriend," she added, looking at Helga. "If you both had your own relationships your friends' love lives wouldn't bother you so much."

"What are you, a psychologist?" Helga snapped.

"That's what I want to go to college for," Rhonda said with a smile. "I'm excellent at figuring people out. It's the secret to my success."

Arnold wanted to tell her that the secret to her success was more likely her family's money and her good looks, but instead he just took another bite of pizza and grinned to himself.

"Like you, for example," Rhonda said, looking at Curly. "You're a good person. Smart. A gentleman. Charmingly eccentric. And in love with me," she added, "Which means you have wonderful taste."

"Good diagnosis," Curly said with an embarrassed grin. Rhonda reached over and hugged him around the waist, and he kissed her nose.

"Oh, God, I've lost another one," Helga mumbled, watching them.

"Don't worry, Helga," Curly said, giggling while Rhonda kissed his neck. " We'll still be best friends." Helga smiled back at him, but Arnold could see that she wasn't quite convinced.

"I still say you two need two need a little romance in your lives," Rhonda said, finishing her pizza and pulling Curly onto the couch with her.

"Let's see if there's any old horror movies on TV," Arnold said, wanting to change the subject.

"Oh, just what we need tonight," Helga said, smirking at him. "More horror."

"Hey, you guys," Curly said, while Arnold flipped through the channels. "Did – did everyone else see – that boy – who helped us get out of the building?"

"Yeah," Rhonda said. "That was weird."

"I saw him," Helga said. "I hope he got out in time."

"And his girlfriend, too," Rhonda said.

Arnold and Curly glanced at each other. Were they the only ones who realized who that boy had been? When Arnold thought back to it he felt a shiver move through his body – everything fit: what he had said about finding his girl in the cafeteria, the fact that he said he used to work there, and the gray uniform he'd been wearing. But he and Curly didn't say anything more about it to the girls; they just settled back to watch a zombie movie that was playing on an all-night monster movie marathon. Arnold figured they'd had enough talk about ghosts for one year, if not for one lifetime.

While Curly and Rhonda curled up together on the couch, Arnold scooted back and leaned beside Helga, who was sitting on the floor. He tried to pay attention to the movie, but all he could think about what the smell of her hair, and the proximity of her hand, which was only a few inches from his.

"Just for the record," she leaned over to whisper in his ear after a while, "I was pretty impressed, too."

"With what?" Arnold asked, his heart pounding at the nearness of her.

"You punching Teddy," she said with a grin. "It was awesome. And the kick was even better."

"I have to admit," Arnold said. "I feel no remorse."

Helga started cracking up.

"What?" Arnold asked. "What's so funny?"

"You," Helga said, pushing him and giggling. "'I feel no remorse,'" she said, mimicking his serious tone.

"Shut up," Arnold said, smiling.

"You're so freaking thoughtful and level headed," Helga said, shaking her head. "How can you stand it?"

"I happen to like the way I am," Arnold said, pretending to be offended. "Someone has to be the responsible one."

"Don't get me wrong," Helga said, "I . . . think it's -- that is, I like it."

Arnold noticed that their shoulders were pressed together, now. He leaned against her, and when she looked into his eyes, their noses almost touched.

"Somebody has to watch out for you," he said, raising an eyebrow. She rolled her eyes, but smiled a little, and didn't move away.

"Seriously," she said, quietly. "Thank you. If you hadn't been there tonight . . . I don't even want to think about what would have happened," she said, shaking her head.

"I think you would have been alright," Arnold said, thinking of the boy who had helped them escape from the fire.

"Maybe," Helga said. "But I wouldn't be here now," she added bashfully, putting her head back against the couch cushions. Arnold leaned back, and, feeling bold, hooked his arm through hers. He waited in a terrifying moment for her to rudely object, but instead she just placed her hand on his knee and kept her eyes on the TV screen. They sat that way, a little tense at first, but eventually their muscles relaxed, their bodies melting easily together, Helga's head lolling against Arnold's shoulder as she slowly began to doze off. It had been such a long night, and Arnold was exhausted, too - physically and emotionally. It felt so good to drift off to sleep with Helga safe beside him, and with Curly and Rhonda already slumbering peacefully on the couch. All seemed to be right with the world.

* * *

Arnold woke up in the middle of the night when he felt Helga jerk a little against him. He opened his eyes and found himself slumped on the floor near the couch, Helga sitting up beside him and looking around the living room. She looked a little frightened.

"Did you hear something?" she asked, when Arnold sat up and rubbed his eyes.

"No," he said, yawning. "I was asleep. What did you hear?"

"I don't know," Helga said. "Something woke me up."

"Well, six people live upstairs," Arnold said, stretching. "Maybe someone can't sleep."

"I guess," Helga said, standing up. Arnold stood beside her, yawning again. He couldn't remember the last time he'd been this tired and sated. He wanted to curl up on the floor with Helga and go back to sleep.

"Look at them," Helga whispered, looking down at Curly and Rhonda. They were fast asleep on the couch, arms around each other, Curly's head tucked under Rhonda's chin. "What's going to become of them?" she asked with a sigh.

"What do you mean?" Arnold asked, frowning. "They look pretty happy to me."

"Yeah, for now," Helga whispered darkly. "But what's going to happen when Rhonda has to face her cool friends with Curly on her arm?"

"I think her real friends will accept her," Arnold whispered back.

"What real friends?" Helga asked. "Rhonda hangs out with vapid losers who care more about shoe sales than each other's feelings."

"We're her friends," Arnold said with a shrug. "We care about her more than shoes."

"You think Rhonda's going to be all buddy-buddy with you at school now?" Helga asked with a scoff. Arnold frowned.

"Well - yeah," he said. "I think there's more to her than we thought. She's a good person, Helga. She just had a strange upbringing."

"Man," Helga said with a laugh. "You do give people a lot of credit."

"You should try it sometime," Arnold muttered, wishing she would lighten up. "What I'm worried about is Teddy and his friends. They're going to clobber me when I go back to school on Monday," he said, shaking his head.

"Um, I doubt it, Arnold," Helga said with a grin. "They'll be in juvenile hall on Monday, if not prison."

"Oh, yeah," Arnold said, feeling a little guilty for being relieved.

"Don't look so glum," Helga said, rolling her eyes. "It was Teddy's fault that the building burnt down, after all. If he hadn't pushed Curly the flashlight wouldn't have broken."

"I still can't believe what they did to him," Arnold whispered, shaking his head. "Maybe they do belong behind bars."

"I just hope Rhonda doesn't break his heart, now," Helga said, staring down at them as they slept. "If she does, I'll have to personally kill her," she added.

"I don't think she will," Arnold said.

"I wish I had your faith in people," Helga muttered.

"I wish you did, too," Arnold said, looking at her. She looked back at him, her eyes sad and searching. Thinking of his dream, of how he had felt when he kissed her there, his hand itched to reach for her. And - maybe because he was half asleep, maybe because he felt like he was dreaming - he did.

He put his hand gently on her cheek, and he was surprised to see her eyes water a little when she looked up at him.

"I'm never going to break your heart," he whispered, stroking her cheek.

Suddenly there was a loud creaking noise from the kitchen, and they both gasped and jumped apart.

"What was that?" Helga asked, her eyes wide.

"I, I don't know," Arnold stuttered, embarrassed and nervous – how much more could they take? He prayed it was just the old pipes creaking.

But when they walked into the dark kitchen they saw that the back door had been pushed open, and was rocking against the wind, which blew the little curtain over its window aside.

"S-s-someone left the door open," Helga said, following Arnold into the kitchen. She grabbed for his hand, and he held hers, his heart rate increasing.

"It was closed when I came in from the kitchen," Arnold told her in a frightened whisper. The door, as if responding to their discourse, creaked open a few inches further.

"There's something there," Helga whispered harshly, and Arnold could feel it, too. Though they could see nothing, there was some sort of invisible presence at his kitchen door, staring back at them, eyeless and penetrating.

"W-who's there?" Arnold asked, trying to make his voice steady. The door sat motionless, but Arnold could still feel something watching them from across the checkered linoleum floor.

"Left Hand," Helga whispered in a whimper, pressing herself against Arnold's back.

"No," Arnold said, a chill moving through his body at the prospect. "I think it's something else. Someone trying to thank us."

"What?" Helga asked in a terrified whisper. The door flew open all the way, as if to confirm Arnold's statement. He and Helga bit back screams and jumped away.

"You're free now," Arnold said, feeling crazy, but not knowing what else to do with this certainty. "We told you where to find Trudy, and Clayton is gone. You're both free. But you don't belong here."

"Arnold?" Helga said, confused.

"So leave us now," Arnold said, speaking to the heavy emptiness of the kitchen, which was growing cold from the air through the open door. "You're free. Take Trudy and go home."

The door began to shut, slowly and quietly, creaking a little as it went. Just before it had closed all the way it stopped, and Arnold heard footsteps out in the backyard. He jogged over to the door, shut it, and bolted it. He pulled back the curtain that hung over the door's window, his hand shaking as he did. Looking out, he saw the wooden gate that surrounded the small yard banging shut, and in the alley behind the boarding house he saw a boy and girl running away, hand and hand, their laughs echoing through the quiet neighborhood. The girl wore a white robe that billowed behind her as she ran, and it was the last thing Arnold saw before they disappeared into the foggy darkness of the night.

"What is it?" Helga asked, making him jump as she came up behind him. She placed her hands on his shoulders and looked out at the backyard, but the kids Arnold had seen were gone.

"N-nothing," Arnold said, his head suddenly pounding from the pressure of what he thought he had just seen. "I'm just being crazy," he said, forcing a little laugh.

"It felt like something was there," Helga said, hugging herself. "Who were you talking to?"

"I don't know," Arnold lied, shaking his head.

"You said Trudy," Helga reminded him, raising an eyebrow. "Wasn't that the name of --"

"Helga," Arnold said, sighing and running his hands over his face. "I don't want to talk about it. It's been a long night, and to be honest with you – I'm a little freaked out."

"Oh, sorry," Helga said, looking genuinely concerned. "You want to go back to sleep?"

"Yeah," Arnold said with a nod. "But I won't be able to sleep down here, now," he said, looking cautiously back at the door and checking the deadbolt again.

"You want to go up to my room?" he asked when he turned back around, not really thinking. His neck was hurting, and his soft bed was beckoning.

"Out of the mouth of anyone else, I would suspect the worst," Helga said with a smirk. Arnold's cheeks reddened at her implication.

"You know I don't mean--"

"I know," Helga said, "You're _Arnold_."

Arnold wasn't sure if he should feel insulted or not. Deciding he was too tired to care, he simply followed Helga out of the kitchen. They stopped in front of the couch on the way up, checking on Rhonda and Curly, who hadn't moved.

"You think they'll be okay down here?" Helga asked in a whisper.

"Yeah," Arnold whispered back. "I'll set my alarm for six AM. We can come down and wake them up before my grandparents get up."

"Now that would be funny," Helga said as they made their way up the stairs. "Your grandparents coming down for their morning paper and finding a couple of teenagers crashing on their couch."

"Actually, if it was my grandmother, she'd probably just serve them leftover pumpkin pancakes," Arnold muttered as they made their way up to his room.

When they got inside Arnold's room, he shut the door behind him and went to his closet. He pulled out an old pair of pajamas that were too small for him now and tossed them to Helga.

"What's this?" she asked, unfolding the pants.

"To sleep in," Arnold said, his cheeks burning brighter. He was starting to think maybe this wasn't such a brilliant plan – it was rather awkward, the idea of Helga sleeping in his room. But for some reason he couldn't let go of her. After everything that had happened that night, the darkened world outside still seemed a little dangerous, and, as Rhonda had said inside Clayton, it didn't seem safe to split up. _Maybe I'm just afraid to sleep alone tonight_, he thought to himself, as he climbed into his closet to change. He put on a t-shirt and some pajama pants hurriedly, not liking the feeling of being alone in the dark. When he stepped out he saw Helga sitting on his bed in his old pajamas, and he practically ran to her, the sight was so comforting.

"This had been the strangest night of my life," Helga said, as she laid down next to Arnold in his double bed. Arnold stared up at his skylight and smiled.

"Happy Halloween," he said, keeping his eyes on the cloudy sky above them.

"Yeah," Helga said in a sigh, hugging one of his pillows. "I think next year I may just take you up on your offer to listen to Gerald blab about urban legends."

"Is that a promise?" Arnold asked with a grin, rolling over to face her.

"Sure," Helga said, her eyes beginning to fall shut.

"Goodnight," Arnold whispered, wanting to lean over to kiss her, but feeling too weird about the prospect, since they were lying in his bed.

"Night, Arnold," Helga murmured, her eyes shut. Arnold watched her sleeping for a few minutes, until his own eyes began to droop. He reached down and pulled his blanket up over them, and pulled his alarm clock off the shelf, setting it for six AM before replacing it.

When he put his head back down to the pillow he was almost instantly asleep, enveloped in exhaustion and warmth. But in the place between sleeping and dreaming, he remembered something, and the memory carried into his dreams, replacing his usual nightmares.

He remembered the awful minutes inside Clayton when he had thought the boys who dressed up as doctors were actual spirits, and when they had come to the second floor and seen the raging fire racing up to meet them. The times when he thought they might not make it out. He remembered looking at Helga, then, or just thinking of her, standing behind him as he tried in his small way to shield her from danger.

In those moments when he had thought their lives might be over, their potential future together had flashed before his eyes. The future that they might have lost, had something terrible happened. It was the sort of thing he was barely conscious of at the time, but it came back to him just before he fell into deep sleep, and replayed for him in his dreams.

Instead of his parents' demise, he dreamed about his future with Helga that night. He saw a life where he wasn't alone, where he wasn't an orphan any longer. He saw their hard-won happiness, saw how they would save each other from their lonely pasts. He saw them in the park together in summer, reading and dozing by the banks of a creek. He saw them in college together in fall, saw himself stealing covert kisses from her between the library shelves. He saw them sitting together helping their children decorate a Christmas tree. He saw them at a wedding reception, hugging their daughter, who wore a white gown.

It was the kind of vision he couldn't possibly remember. A gift that he couldn't keep. By the time he woke in the morning, he would have forgotten. But something would stay with him – some hope, in the difficult days and months to come. Some hint in the back of his mind as to where his solace lay. In some ways it had always been there – in some ways he had been seeking her, reluctant and unknowing, all his life.

By the morning she had found her way into his arms; by the morning he was holding her to him. In his sleep he told himself to remember, though he knew that he couldn't. He tried to find her in his dreams, tried to tell her what he knew. He saw her standing, of all places, on the corner of the street outside the building where their old preschool had been. She turned to him and smiled when he ran up to fill her in on the good news about their future.

"Arnold," she said, before he could speak. "I know."

* * *

**  
**

Arnold woke up with a start, a loud sound jarring him out of his deep sleep. He realized that it was his alarm going off, and smacked the snooze button. He looked up through his skylights and saw that it was still dark outside – just a hint of pale blue sunlight was visible in the cloudy morning sky.

_Why did I set my alarm so early on a Sunday?_ he wondered, rubbing his eyes. Then he looked over, saw Helga fast asleep next to him, and literally flung himself out of bed from surprise.

From the floor, the events of the night before all came rushing back to him. Helga woke up, yawned, and peered over the edge of the bed at him groggily.

"What are you doing?" she asked, her eyes still narrow from sleep.

"Um," he said, lying on the floor and looking up at her. "Just some morning yoga." He lifted up his legs and pretended to stretch.

"You're so weird," Helga said, pulling his blankets back up over her shoulders. She laid down on his pillow and watched him pantomime yoga positions.

"Well, that should do it," Arnold said after a few minutes, turning from her so that she wouldn't see his cheeks turning red.

"What time is it?" Helga mumbled, shutting her eyes again.

"Time to get up, I'm afraid," Arnold said, grabbing her clothes from the floor. He tried not to look at the bra strap that was poking out from between her folded sweater and jeans as he dumped them onto the bed for her. His heart was racing as he grabbed some clothes for himself out of his closet – if his grandparents found a girl in his room like this, he'd be grounded for the rest of his life.

"I'll be right back," Arnold said, dashing out into the hall with his clothes. He shut the door behind him and quietly crept down the attic stairs, checking left and right for any sign of adults who were awake. He couldn't hear anything, though, just the far off sound of the television.

_Oh, God_, he thought, remembering Curly and Rhonda. He prayed Ernie hadn't gotten up early to watch the news.

Bolting down the stairs, Arnold sighed with relief as he saw it was just Curly and Rhonda themselves who had the TV turned on. They were watching Sunday morning cartoons and eating handfuls of cereal out of Oskar's box of Lucky Charms.

"Hey, Arnold!" Curly chirped happily. "Nice PJ's."

"I --" Arnold began, looking down at himself. "You guys need to clear out before my grandparents wake up," he said.

"No problem," Rhonda said, standing and stretching. "We've been up for hours," she said, smiling back at Curly.

"Can you believe we both took ballet?" Curly asked, standing up and putting the cereal box down on the coffee table. "And we both quit at the exact same time--"

"Right before the Nutcracker performance in fifth grade!" Rhonda finished with a grin. Arnold stared at them.

"Wow," he said dryly. "What a coincidence. Um, I have to go get dressed," he said, embarrassed. He turned and raced back up the stairs.

"There are no coincidences, Arnold!" Curly shouted up after him. Arnold winced and wished he'd keep it down, though he was glad to see Curly seemed back to normal – well, normal for Curly. He could already tell that he and Rhonda were going to drive him even crazier than Gerald and Phoebe, though.

After getting dressed in the bathroom, Arnold rushed back up to his room and opened the door. He found Helga dressed in her normal clothes and surveying the contents of his desk.

"What are all these?" she asked, and Arnold realized with grim mortification that she was poking through his attempts at recreating the map he'd found in his father's journal.

"Don't look at those!" he said without thinking, putting his hands over them as if to hide his pathetic daydreams about finding his parents. Helga frowned, and backed off.

"Geez, calm down," she muttered, looking away from him.

"Sorry, it's just . . .," Arnold trailed off while he gathered up the maps and folded them all shut. "I'll – tell you about it sometime. But not now. We've got to get Curly out of here before he wakes up the whole boarding house and I get in huge trouble."

"Not allowed to entertain guests such as us, eh?" Helga asked with a grin.

"Well, no," Arnold said, taking her by the hand and leading her out of his room. "Not female guests, anyway."

"Here's hoping Rhonda doesn't blab that you had two girls spend the night at once," Helga said as they went through the hall. Arnold turned around to shoosh her.

" You'd be the most scandalous cad in school!" she whispered.

"Oh, God," Arnold moaned, jogging down the stairs. What had he been thinking last night? A few hours ago having Rhonda and Helga sleep over seemed perfectly rational, but now he couldn't believe how careless he'd been. Though, admittedly, he had slept really well, and with no nightmares . . .

Down in the foyer, Rhonda and Curly were waiting by the door, Rhonda wearing Curly's pea coat again. The thing was huge and it dwarfed her small frame, and Arnold didn't know much about fashion, but he doubted the ratty old thing would be 'all the rage.' He couldn't help but wonder if she'd have the nerve to wear it to school, like she'd once worn Teddy's varsity jacket.

"Alright, let's get out of here," he said, breathing a sigh of relief as he led his three guests out the front door of the Sunset Arms.

"Thanks for letting me stay over, Arnold," Curly said when they were outside. "It really – helped," he said, a little bashfully.

"No problem, Curly," Arnold said with a smile, feeling better about the decision now that they were out of the boarding house and on the way to Curly's parents' place.

"Yeah, you really know how to throw a party, Arnold," Rhonda said with a wink. " Where did you two disappear to last night?" she asked, looking from him to Helga.

"Oh – we – just – went upstairs to . . .," Arnold stuttered, trailing off.

"Do yoga," Helga said with a smirk. Rhonda cracked up, and Curly grinned.

"Is that what they're calling it these days?" Rhonda asked as Curly handed her a cigarette. He put one between his own lips and then lit both of them.

"You know," Arnold said, unable to help himself. "You guys really shouldn't smoke. It's addictive, and really bad for --"

"Arnold," Rhonda said, stopping as they came to the Laundromat, "You're great at advice and everything, but please," she said, taking her cigarette out and holding it daintily between her fingers. "Do shut up."

Arnold started to protest, but she leaned over to kiss him on the cheek, and Curly gave him a pat on the shoulder.

"I know it's a corporate scam," he said, opening the door that led up to his apartment with a key. "I'm trying to quit."

"I'm a bad influence," Rhonda said, blowing smoke out of the corner of her mouth and grinning.

"Come up," Curly said to her, flicking his head toward the stairwell. "I'll make you breakfast."

"Are you two going to be completely joined at the hip now?" Helga grumbled as Rhonda followed him inside.

"Quite possibly," Rhonda said.

"One can only hope," Curly added with a dreamy sigh. They waved to Helga and Arnold as the glass door of Curly's apartment building fell shut. Arnold stood and watched them jog up the stairs together, giggling about something as they went.

"Oh my God," Helga moaned. "I'm going to skip town if I have to start hanging around Rhonda every day."

"She's not that bad," Arnold said, turning to walk with her down toward her brownstone, which was on the slightly wealthier part of town. " What would you think about hanging around me every day?" he asked sheepishly, looking ahead.

"I don't know," Helga said thoughtfully. "Are you going to keep trying to tell me what to do all the time?"

"I'm not like that!" Arnold said, stopping in his tracks and turning to her. Helga raised an eyebrow at him.

"Okay, so I'm a little bit like that," he grumbled, walking on, shoving his hands in the pockets of his jeans. "But are you going to try and understand that I'm not being bossy, I just want the best for you?"

"_I just want the best for you_," Helga repeated, mimicking him. "I'm not going to be able to hang around you if you keep talking like my dad," she said with a laugh.

"God, you're so difficult!" Arnold said, frowning. "Do you have to make fun of everything I say?"

"That's not what I'm doing!" Helga protested. Arnold gave her a look.

"Okay, so that's what I'm doing," she said with a shrug. "But you're just such an easy target."

"Helga!"

"Sorry, sorry," she said, grinning as they came to her stoop. She stepped up on the first stair and looked down at him.

"I feel like we've just been on a date," she said with a wicked little smirk.

"Are you making fun of me again?" Arnold asked, looking up at her.

"It's possible," Helga said with a sigh, looking up the street at the sun, which was rising slowly behind the morning fog. "Can you live with that?" she asked, looking back to him.

"I'm a glutton for punishment," Arnold said, shaking his head, and standing on his tiptoes to kiss her.

"Don't!" Helga said, putting her hands on his chest. She spoke so forcefully that Arnold almost went careening backward.

"Sorry," Arnold mumbled, hurt, starting to move away. But she grabbed his sweater and held him in place.

"It's just that I have morning breath," Helga muttered, her cheeks turning pink. Arnold grinned and rolled his eyes. Helga kissed her fingertips and brought them to his lips, pressing her kiss there lightly. Arnold reached for her, but she started up the steps.

"I'll – I'll be seeing you around," she said hurriedly, going for her front door and disappearing inside. Arnold was left feeling a little stunned, a little abandoned, very confused, and unbelievably happy, despite all of that.

_Well_, he thought, walking away, his hands pushed deep into his pockets: _I'm in love with her_. There were no two ways about it. He felt doomed – Helga wouldn't make this easy on him, he knew, even though he suspected that she returned his feelings.

But something inside him, something he couldn't put his finger on, made him feel hopeful. He couldn't stop smiling to himself as he walked home through the cold morning's growing light, and he had to bite his lip to keep himself from looking like a wandering lunatic.

As he jogged up the steps of the Sunset Arms, the icy November air chilling his fingers, he longed for a hot bath. And afterward, maybe he would call Helga. Maybe they would go to a movie. Maybe they would end up being a normal couple; maybe they would even double date with Gerald and Phoebe.

Probably not, but maybe. Still, no matter what happened next, and though he had just left her, he already couldn't wait to see her again.

* * *

A/N: If it seems like the tone of the story changed toward the end, it was intentional on my part (I promise!), because I intend this to be the beginning of a larger story arc. The supernatural bits are over, but I'm going to continue the development of Helga and Arnold's relationship in a Christmas fic at the end of the year.

I'd mostly like feedback on Helga's behavior, to help me shape her character in the second story, and also because I plan to have her narrate the third (and longest) story in this arc. I tried to keep her in character – scared to show her feelings, and a bit hostile – even as Arnold begins to fall for her. A lot of fics (including my own) have Helga changing quickly to someone very vulnerable and open as soon as (or soon after) Arnold admits he has feelings for her. While I still see this as a likely possibility, I wanted to try something different with my characterization of Helga here – especially since it's from Arnold's POV, I wanted to have him have to chase her a bit, because of her own trust issues. Let me know what you thought.


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